Transaction Expected to Close Promptly
RALEIGH, N.C. & DALLAS--(BUSINESS WIRE)--
Martin Marietta Materials, Inc. (NYSE: MLM) and Texas Industries, Inc.
(NYSE: TXI) today announced that shareholders from both Martin Marietta
and Texas Industries overwhelmingly approved the proposed combination of
the two companies at their respective special meetings held earlier
today.
The results indicate that more than 99% of the shares voting at the
Texas Industries special meeting voted in favor of the proposal to adopt
the merger agreement and more than 98% of the shares voting at the
Martin Marietta special meeting voted in favor of the proposal to
approve the issuance of Martin Marietta common stock to Texas Industries
stockholders.
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 and Texas Industries have now received all necessary
approvals and expect the transaction to close promptly.
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; 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.
Martin Marietta Materials, Inc.
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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