Martin Marietta (MLM) Comments on Vulcan (VMC) Response; Still Committed to Deal
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Martin Marietta Materials, Inc. (NYSE: MLM) issued the following statement in response to today’s announcement by Vulcan Materials Company (NYSE: VMC):
Ward Nye, Martin Marietta President and Chief Executive Officer, said, “The announcement made by Vulcan today in response to our business combination proposal does not change our view – and we believe, the view of many Vulcan shareholders – that our offer represents a compelling opportunity for Vulcan’s shareholders and all of its other constituencies. Vulcan misses the point by ignoring the significant incremental value creation inherent in this combination. We are proposing a stock-for-stock merger combination in which Vulcan shareholders would own over 58% of the combined company and receive an upfront premium based on pre-announcement stock prices. The transaction would create a U.S.-based company that is the global leader in construction aggregates with a footprint reaching across North America. The combined company would be well-positioned for growth and success with one of the strongest balance sheets in the industry and a dividend that is 20 times Vulcan’s current level."
"Despite the rhetoric by Vulcan, the only real obstacle to delivering to Vulcan's shareholders the substantial benefits of the proposed combination is the opposition of Vulcan's Board of Directors. With the support of the Vulcan Board, our offer would be subject only to ordinary course conditions, and we have no reason to believe such conditions would not be satisfied on a prompt basis. In particular, as we have previously stated, we do not believe there are any significant regulatory or legal hurdles to completion of the proposed business combination. In addition, while we believe the proposed exchange ratio and equity split between Vulcan and Martin Marietta is appropriate and compelling, we would consider in good faith demonstrable evidence of additional value."
“It remains Martin Marietta’s strong preference to meet with Vulcan to engage in discussions in order to reach a definitive agreement to combine our two companies. Since announcing our proposal on December 12, 2011, we have spoken with a number of Vulcan shareholders, many of whom are also Martin Marietta shareholders, and we are pleased with the support we have received regarding the combination and the powerful financial and operational benefits it is expected to deliver. We are committed to completing this combination and are moving forward on a number of fronts to make it a reality. We encourage Vulcan shareholders to send a strong message to their Board that the proposed combination is a compelling opportunity for Vulcan’s shareholders, customers, employees and communities,” Mr. Nye concluded.
Ward Nye, Martin Marietta President and Chief Executive Officer, said, “The announcement made by Vulcan today in response to our business combination proposal does not change our view – and we believe, the view of many Vulcan shareholders – that our offer represents a compelling opportunity for Vulcan’s shareholders and all of its other constituencies. Vulcan misses the point by ignoring the significant incremental value creation inherent in this combination. We are proposing a stock-for-stock merger combination in which Vulcan shareholders would own over 58% of the combined company and receive an upfront premium based on pre-announcement stock prices. The transaction would create a U.S.-based company that is the global leader in construction aggregates with a footprint reaching across North America. The combined company would be well-positioned for growth and success with one of the strongest balance sheets in the industry and a dividend that is 20 times Vulcan’s current level."
"Despite the rhetoric by Vulcan, the only real obstacle to delivering to Vulcan's shareholders the substantial benefits of the proposed combination is the opposition of Vulcan's Board of Directors. With the support of the Vulcan Board, our offer would be subject only to ordinary course conditions, and we have no reason to believe such conditions would not be satisfied on a prompt basis. In particular, as we have previously stated, we do not believe there are any significant regulatory or legal hurdles to completion of the proposed business combination. In addition, while we believe the proposed exchange ratio and equity split between Vulcan and Martin Marietta is appropriate and compelling, we would consider in good faith demonstrable evidence of additional value."
“It remains Martin Marietta’s strong preference to meet with Vulcan to engage in discussions in order to reach a definitive agreement to combine our two companies. Since announcing our proposal on December 12, 2011, we have spoken with a number of Vulcan shareholders, many of whom are also Martin Marietta shareholders, and we are pleased with the support we have received regarding the combination and the powerful financial and operational benefits it is expected to deliver. We are committed to completing this combination and are moving forward on a number of fronts to make it a reality. We encourage Vulcan shareholders to send a strong message to their Board that the proposed combination is a compelling opportunity for Vulcan’s shareholders, customers, employees and communities,” Mr. Nye concluded.
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