Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE:MLM) today
announced that it expects to enter into an agreement with the U.S.
Department of Justice (“DOJ”) that will resolve all competition issues
with respect to Martin Marietta’s proposed acquisition of Texas
Industries, Inc. (“TXI”) (NYSE: TXI). Martin Marietta believes that the
agreement will be finalized this week. While Martin Marietta is not in a
position to state the terms of the agreement until it is final, it
anticipates that the agreement will require the divestiture of Martin
Marietta’s North Troy aggregates quarry in Mill Creek, Oklahoma and two
rail yards located in Dallas and Frisco, Texas.
Completion of the acquisition of TXI is also subject to approval from
both Martin Marietta and TXI 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 acquisition. Martin Marietta anticipates closing the
acquisition shortly after securing shareholder approval. Martin Marietta
and TXI 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.
About Martin Marietta Materials, Inc.
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 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 (“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 that Martin
Marietta and TXI 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
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 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.
Copyright Business Wire 2014