Martin Marietta Materials, Inc. Announces Private Offering of Senior Notes
As previously announced, on
If the Merger does not close, Martin Marietta will be required to redeem all of the outstanding Notes at 101% of their principal amount, plus accrued and unpaid interest.
The Notes will be offered in
About
Martin Marietta 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, refer to its website at www.martinmarietta.com.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed
acquisition of 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 regulatory approvals required for the transaction not
being obtained on the terms expected or on the anticipated schedule; 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
Additional Information and Where to Find It
In connection with the proposed transaction between Martin Marietta and
TXI, Martin Marietta filed with the
Participants in Solicitation
This communication is not a solicitation of a proxy from any investor or
security holder. 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
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.
Executive Vice President and Chief Financial
Officer
www.martinmarietta.com
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