Martin Marietta's offer is "bad deal": Vulcan

Reuters News
Posted: Dec 19, 2011 7:34 AM
Martin Marietta's offer is "bad deal": Vulcan

CHICAGO (Reuters) - Martin Marietta Materials Inc's $4.8 billion takeover offer of Vulcan Materials Co is a "bad deal" and an attempt to buy a larger rival "on the cheap," Vulcan said in court papers late Friday.

Vulcan, a Birmingham, Alabama, gravel producer, received the hostile all-stock offer on Monday and said at the time it was reviewing the bid.

On Friday Vulcan told the Superior Court of New Jersey that its one-time negotiating partner had been "covertly plotting a hostile bid" for months, and that its "surprise attack" earlier this week reflected Martin Marietta's best effort to "snatch Vulcan for the lowest possible price and on its own terms."

Martin Marietta had filed two lawsuits in conjunction with its offer, "both intended to clear the way for Martin Marietta to gain control of Vulcan on the cheap and with minimal resistance," according to Vulcan's filing.

The lawsuits were filed in New Jersey and Delaware.

The two companies had been in talks for a friendly merger during the first half of the year but had been unable to come to an agreement.

Martin Marietta chief executive Howard Nye struck back on Saturday, saying that Vulcan had used the court papers to mischaracterize and reject its takeover bid, even though Vulcan's board of directors has not publicly responded to the offer.

"We are not dissuaded by what may be intemperate rhetoric of litigation," Nye wrote in a letter to the board of directors. "We look forward to your response and to commencing discussions in order to effect this compelling, value-enhancing opportunity."

Martin Marietta's stock closed on Friday at 74.4, up nearly a point, while Vulcan rose a dime to 38.78.

(Reporting by Ann Saphir; editing by Philip Barbara)