RALEIGH, N.C. -- (Business Wire)
Martin Marietta Materials, Inc. (NYSE:MLM), announced effective March
20, 2014, the Company voluntarily withdrew the initial Hart-Scott-Rodino
Antitrust Improvements Act filing and will refile on March 24, 2014,
thus commencing a waiting period that will end on April 23, absent a
grant of early termination or issuance of a Second Request. The Company
and Texas Industries, Inc. (NYSE:TXI) continue to work cooperatively
with the Department of Justice staff in their review of the proposed
combination.
Martin Marietta Materials, Inc. 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
Materials, Inc., refer to the Corporation’s website at www.martinmarietta.com.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed
acquisition of Texas Industries (“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 (the “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 joint proxy statement/prospectus included in
the Registration Statement on Form S-4 that Martin Marietta filed with
the SEC on March 3, 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 has not yet been declared effective). 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, INCLUDING THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, 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
securityholder. 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 2013 Annual Meeting of Shareholders filed with the SEC
on April 16, 2013. 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 will also be included in
the joint proxy statement/prospectus when it becomes available.
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.
Contacts:
Martin Marietta Materials, Inc.
Anne H. Lloyd, (919) 783-4660
Executive
Vice President and Chief Financial Officer
www.martinmarietta.com
Source: Martin Marietta Materials, Inc.
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