Martin Marietta and TXI confirm agreement with US Department of Justice

Martin Marietta and TXI confirm agreement with US Department of Justice
Published: 30 June 2014


Martin Marietta has reached an agreement with the US 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.

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.

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.