Martin Marietta (MLM) to Outline Flaws with Vulcan Materials (VMC)
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Martin Marietta Materials, Inc. (NYSE: MLM) today is outlining fundamental flaws in Vulcan Materials Company’s (NYSE: VMC) recent Schedule 14D-9 filings and its January 5, 2012 shareholder presentation, and providing additional information in support of its proposed business combination with Vulcan.
Ward Nye, Martin Marietta President and Chief Executive Officer, said, “We believe very strongly in the compelling benefits of the proposed business combination. We urge Vulcan and Martin Marietta shareholders to read our presentation in full, as the additional information we are providing will further demonstrate the merits of our proposal. Our strong desire is to engage directly with Vulcan in order to deliver promptly the benefits of the proposed transaction to the shareholders of both companies.”
As previously announced, on December 12, 2011, Martin Marietta commenced an exchange offer in which each outstanding share of Vulcan will be exchanged for 0.50 of a Martin Marietta share. The offer represents a premium for Vulcan shareholders of 15% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 10-day period ended December 9, 2011 and 18% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 30-day period ended December 9, 2011. Martin Marietta also intends to maintain the dividend for the combined company at Martin Marietta's current rate of $1.60 per Martin Marietta share annually, or the equivalent of $0.80 per Vulcan share annually, based on the proposed exchange ratio. This dividend rate is 20 times Vulcan’s current level.
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Ward Nye, Martin Marietta President and Chief Executive Officer, said, “We believe very strongly in the compelling benefits of the proposed business combination. We urge Vulcan and Martin Marietta shareholders to read our presentation in full, as the additional information we are providing will further demonstrate the merits of our proposal. Our strong desire is to engage directly with Vulcan in order to deliver promptly the benefits of the proposed transaction to the shareholders of both companies.”
As previously announced, on December 12, 2011, Martin Marietta commenced an exchange offer in which each outstanding share of Vulcan will be exchanged for 0.50 of a Martin Marietta share. The offer represents a premium for Vulcan shareholders of 15% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 10-day period ended December 9, 2011 and 18% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 30-day period ended December 9, 2011. Martin Marietta also intends to maintain the dividend for the combined company at Martin Marietta's current rate of $1.60 per Martin Marietta share annually, or the equivalent of $0.80 per Vulcan share annually, based on the proposed exchange ratio. This dividend rate is 20 times Vulcan’s current level.
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