Martin Marietta will divest two rail yards
in Texas, aggregate quarry in Oklahoma
Agreement completes DOJ’s review of proposed
transaction
Martin Marietta Materials, Inc. (NYSE:MLM) and Texas Industries,
Inc. (NYSE:TXI) today announced that Martin Marietta has reached an
agreement with the U.S. Department of Justice (“DOJ”), approved by
the district court for the District of Columbia, that resolves all
competition issues with respect to Martin Marietta’s proposed
acquisition of Texas Industries, Inc. (NYSE:TXI). In connection
with this agreement, the DOJ has terminated the waiting period
applicable to the merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
Under the terms of the agreement with the DOJ, Martin Marietta
will divest its North Troy aggregate quarry in Mill Creek, Oklahoma
and its two rail yards located in Dallas and Frisco, Texas.
"We appreciate the Department of Justice’s thorough review and
approval, and are excited to have reached this major milestone,”
said Ward Nye, Martin Marietta’s Chairman, President and Chief
Executive Officer. “The combination of Martin Marietta and Texas
Industries will create a market leading supplier of aggregates and
heavy building materials and a more competitive company with a
diversified portfolio of assets, an enhanced credit profile and a
stronger balance sheet. We look forward to gaining approval from
shareholders so that our customers can begin to enjoy the
meaningful benefits of this combination.”
Completion of the transaction is subject to approval from both
Martin Marietta and Texas Industries shareholders. On June 30,
2014, Martin Marietta and TXI will each hold special meetings of
their respective shareholders to vote on various proposals in
connection with the proposed merger. The companies anticipate
closing the merger shortly after securing shareholder approval.
Martin Marietta and Texas Industries shareholders of record as of
the close of business on May 28, 2014 are entitled to vote at the
special meetings of their respective shareholders.
As previously announced on January 28, 2014, the Boards of
Directors of both Martin Marietta and Texas Industries approved an
agreement under which the companies will combine, with Texas
Industries becoming a wholly-owned subsidiary of Martin Marietta in
a tax-free, stock-for-stock transaction. Upon the consummation of
the merger, Texas Industries stockholders will have the right to
receive 0.70 shares of Martin Marietta common stock for each share
of Texas Industries common stock, with cash paid in lieu of
fractional shares.
Martin Marietta Materials is the nation's second largest
producer of construction aggregates and a producer of
magnesia-based chemicals and dolomitic lime. For more information
about Martin Marietta Materials, refer to the Corporation's website
at www.martinmarietta.com.
Texas Industries is the largest producer of cement in Texas and
major cement producer in California. Texas Industries is also a
major supplier of construction aggregate, ready-mix concrete and
concrete products. For more information about Texas Industries,
refer to the Corporation's website at www.txi.com.
Cautionary Statements Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of Texas Industries (“TXI”) by Martin Marietta, the
expected timetable for completing the transaction, benefits and
synergies of the transaction, future opportunities for the combined
company and products and any other statements regarding Martin
Marietta’s and TXI’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts are “forward-looking”
statements made within the meaning of Section 21E of the Securities
Exchange Act of 1934. These statements are often, but not always,
made through the use of words or phrases such as “may”, “believe,”
“anticipate,” “could”, “should,” “intend,” “plan,” “will,”
“expect(s),” “estimate(s),” “project(s),” “forecast(s)”,
“positioned,” “strategy,” “outlook” and similar expressions. All
such forward-looking statements involve estimates and assumptions
that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are the following:
the parties’ ability to consummate the transaction; the
conditions to the completion of the transaction, including the
receipt of approval of both Martin Marietta’s shareholders and
TXI’s stockholders; the parties’ ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the transaction; the possibility that the parties may be unable
to achieve expected synergies and operating efficiencies in
connection with the transaction within the expected time-frames or
at all and to successfully integrate TXI’s operations into those of
Martin Marietta; the integration of TXI’s operations into those of
Martin Marietta being more difficult, time-consuming or costly than
expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers)
being greater than expected following the transaction; the
retention of certain key employees of TXI being difficult; Martin
Marietta’s and TXI’s ability to adapt its services to changes in
technology or the marketplace; Martin Marietta’s and TXI’s ability
to maintain and grow its relationship with its customers; levels of
construction spending in the markets; a decline in the commercial
component of the nonresidential construction market and the
subsequent impact on construction activity; a slowdown in
residential construction recovery; unfavorable weather conditions;
a widespread decline in aggregates pricing; changes in the cost of
raw materials, fuel and energy and the availability and cost of
construction equipment in the United States; the timing and amount
of federal, state and local transportation and infrastructure
funding; the ability of states and/or other entities to finance
approved projects either with tax revenues or alternative financing
structures; and changes to and the impact of the laws, rules and
regulations (including environmental laws, rules and regulations)
that regulate Martin Marietta’s and TXI’s operations. Additional
information concerning these and other factors can be found in
Martin Marietta’s and TXI’s filings with the Securities and
Exchange Commission (the “SEC”), including Martin Marietta’s and
TXI’s most recent Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. These risks, as well as
other risks associated with Martin Marietta’s proposed acquisition
of TXI are also more fully discussed in the definitive joint proxy
statement/prospectus included in the Registration Statement on Form
S-4 that Martin Marietta filed with the SEC on Form 424B3 and
Schedule 14A, respectively, on May 30, 2014 in connection with the
proposed acquisition. Martin Marietta and TXI assume no obligation
to update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise,
except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed transaction between Martin
Marietta and TXI, Martin Marietta filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of
Martin Marietta and TXI and that also constitutes a prospectus of
Martin Marietta (which registration statement was declared
effective on May 30, 2014). INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY MARTIN
MARIETTA OR TXI, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT MARTIN MARIETTA, TXI AND THE PROPOSED
TRANSACTION. The joint proxy statement/prospectus and other
documents relating to the proposed transaction can be obtained free
of charge from the SEC’s website at www.sec.gov. These documents
can also be obtained free of charge from Martin Marietta upon
written request to the Corporate Secretary at Martin Marietta
Materials, Inc., 2710 Wycliff Road, Raleigh, NC 27607, telephone
number (919) 783-4540 or from Martin Marietta’s website,
http://ir.martinmarietta.com or from TXI upon written request to
TXI at Investor Relations, Texas Industries, Inc., 1503 LBJ
Freeway, Suite 400, Dallas, Texas 75234, telephone number (972)
647-6700 or from TXI’s website,
http://investorrelations.txi.com.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Martin Marietta, TXI and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction under the rules of the
SEC. Information regarding Martin Marietta’s directors and
executive officers may be found in its Annual Report for the year
ended December 31, 2013 on Form 10-K filed with the SEC on February
24, 2014 and the definitive proxy statement relating to its 2014
Annual Meeting of Shareholders filed with the SEC on April 17,
2014. Information regarding TXI’s directors and executive officers
may be found in its Annual Report for the year ended May 31, 2013
on Form 10-K filed with the SEC on July 22, 2013 and the definitive
proxy statement relating to its 2013 Annual Meeting of Shareholders
filed with the SEC on August 23, 2013. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants is also included in the joint proxy
statement/prospectus.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Anne H. LloydExecutive Vice President and ChiefFinancial
Officer919-783-4660www.martinmarietta.com
Texas Industries (NYSE:TXI)
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