Martin Marietta will divest two rail yards in Texas, aggregate
quarry in Oklahoma
Agreement completes DOJ's review of proposed transaction
RALEIGH, N.C. & DALLAS--(BUSINESS WIRE)--
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. Lloyd
Executive Vice President and Chief
Financial
Officer
919-783-4660
www.martinmarietta.com
Source: Martin Marietta Materials, Inc.
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