Sources: Martin Marietta Materials, Raleigh, N.C.; Staff reports
A “Timing Agreement” will see Martin Marietta and U.S. Department of Justice officials meet in April to discuss resolution of any agency antitrust concerns surrounding the company’s proposed merger with Vulcan Materials Co. Discussions will proceed toward a consent order detailing potential asset sales or other measures to gain DOJ/Antitrust Division clearance on a merger plan—itself subject to Vulcan shareholder approval and management’s legal challenges.
If consent order terms are not reached on the Timing Agreement schedule, Martin Marietta will not seek to close the transaction prior to mid-August without Justice/Antitrust Division consent. “[This] underscores our stated expectation that the HSR [Hart-Scott-Rodino] review process relating to our proposed combination with Vulcan can be concluded on a timely basis,” says Martin Marietta CEO Ward Nye. “We continue to work cooperatively with the DOJ and, while there are no guarantees, remain confident we will be able to reach a successful conclusion of this process.
“As we said when we made our offer public, we do not believe there are any significant regulatory hurdles to completing this transaction. With this Timing Agreement in place, we believe that both sets of shareholders will be best served by Vulcan and Martin Marietta commencing active, good faith negotiations with a view toward reaching mutual agreement on a compelling transaction. Delay and non-engagement represent only significant risks to both companies’ shareholders. We are ready and willing to meet with Vulcan and their advisors immediately to accomplish this objective.”
Martin Marietta’s early-December offer proposed that each outstanding Vulcan share be exchanged for 0.50 Martin Marietta share—a 15 percent premium to the former company’s shareholders based on then-current trading. The offer is effective through May of this year.