Notable Mergers and Acquisitions of the Day 12/22 [(WPZ) (FUL) (VMC)/(MLM)]

• Williams Partners L.P. (NYSE: WPZ) today announced it has agreed to acquire the Laser Northeast Gathering System and other midstream businesses from Delphi Midstream Partners, LLC for approximately $750 million. Delphi Midstream Partners, LLC is owned by American Securities LLC and management.
  
  Williams Partners plans to fund the purchase price of the acquisition with a combination of $300 million cash and approximately 7.5 million Williams Partners common units.
  
  
  The acquisition is subject to customary regulatory filings and approvals.
  
  This acquisition was not included in the 2011-13 capital expenditure or other guidance provided on Nov. 1. The partnership will update its guidance when it reports year-end 2011 financial results on Feb. 22, 2012. Williams Partners expects the transaction to close in first-quarter 2012.
  
  
• H.B. Fuller Company (NYSE: FUL) has signed an agreement to purchase the global industrial adhesives business of Forbo Group. The acquisition will enhance H.B. Fuller's position as a global leader in the adhesives industry. The business to be acquired represents about 80 percent (by revenue) of the Forbo Bonding Systems division of Forbo Group. This business will generate approximately $580 million in revenue for the fiscal year ending December 31, 2011, operates 17 manufacturing facilities in 10 countries, and employs more than 1,100 people globally. Projected EBITDA for the business for the 2011 fiscal year is CHF 31 million, or about $35 million at 2011 actual exchange rates.
  
  The purchase price for the transaction is CHF 370 million on a debt-free and cash-free basis, or about $394 million at current exchange rates. The consideration will be paid in cash at the time of closing. H.B. Fuller has committed financing from Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. to support the completion of this transaction. Morgan Stanley & Co. LLC is acting as H.B. Fuller's sole financial advisor in relation to this acquisition.
  
  
• Vulcan Materials Company (NYSE: VMC) today announced that its Board of Directors, after consultation with its independent financial and legal advisors, unanimously determined that the Martin Marietta Materials, Inc. (NYSE: MLM) exchange offer to acquire Vulcan at a fixed exchange ratio of 0.50 shares of Martin Marietta common stock for each Vulcan common share is inadequate and not in the best interests of Vulcan and its shareholders. Accordingly, the Board strongly recommends that shareholders not tender any shares to Martin Marietta.
  
  The Vulcan Board concluded that the Company is much better positioned to capitalize on economic recovery than Martin Marietta. Vulcan has a stronger presence in the most attractive U.S. markets and a significantly more profitable aggregates business. It also noted that Martin Marietta's offer carries significant execution risk, further eroding the value of the offer. While the Company had explored a possible combination with Martin Marietta in the past, it ultimately determined that a combination was not in the best interests of the Company or its shareholders, as detailed in Vulcan's 14D-9 filing today.

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