Martin Marietta continues pursuit of Vulcan

Martin Marietta continues pursuit of Vulcan
Published: 26 January 2012


Martin Marietta Materials Inc, which began a hostile takeover of Vulcan Materials in December, released a list of five people it is pushing for election on Vulcan Materials' board of directors at Vulcan's annual meeting.

North Carolina-based Martin Marietta filed a proxy statement with the Securities and Exchange Commission on Tuesday in connection with the proposal. It said in the statement it believes Vulcan's current board is not acting in the company's best interest..

"Vulcan refuses to even discuss our proposal, notwithstanding the fact that we believe a business combination between Vulcan and Martin Marietta has significant industrial logic and is a compelling value-enhancing opportunity for Vulcan shareholder," Martin Marietta CEO Ward Nye said.

The nominees would replace the five directors whose terms expire this year, and according to Martin Marietta would create a board that would take a more impartial look at its proposal for a merger of the two construction materials suppliers.

The proposed board members include former SEC Commissioner Philip R. Lochner, Jr. and former 7-Eleven chief financial officer Edward W. Moneypenny. The other three nominees are Edward A. Blechschmidt, Karen R. Osar, and V. James Sardo.Vulcan has fought the proposal since the December approach and repeated that Martin Marietta's latest presentation offered no new incentive to support the deal.

"We encourage our respective shareholders to carefully analyse the validity of Martin Marietta's claims," the company said.

"We continue to believe that Martin Marietta's unsolicited offer undervalues Vulcan and is not in the best interests of Vulcan and its shareholders," the company said in a statement. "Martin Marietta's slate of handpicked director nominees is a clear attempt by Martin Marietta to push through its inadequate offer to acquire Vulcan at a bargain basement price," it added.