Construction and Housebuilding
Martin Marietta withdraws exchange offer for Vulcan Materials
15 May 2012
FACTS: Martin Marietta (MLM) has complied with the ruling of the Delaware Chancery Court and terminated its exchange offer for Vulcan Materials (VMC).
ANALYSIS: Overnight, MLM was denied a stay against the ruling of the Delaware Chancery Court. As a result, the court issued an order implementing its decision which until September 14th, 2012 enjoins MLM from pursuing its offer for VMC. MLM has now terminated its exchange offer and withdrawn its related registration statement. The group has also withdrawn its nominees for election at the Vulcan 2012 annual meeting. As previously announced, MLM is appealing the Court of Chancery’s decision to the Delaware Supreme Court.
DAVY VIEW: The court in Delaware last month ruled against MLM in its hostile takeover of VMC. MLM was found to have breached the terms of a confidentiality agreement between the two parties. This ruling prevents MLM from fighting a proxy battle to add its own nominees to the VMC board. This effectively means that it could be mid-2014 before MLM gains control at VMC, an outcome which is only likely to be avoided by either abandoning the bid entirely or raising its offer.