June 16, 2014 (Shareholders Foundation) - An investor in shares of Martin Marietta Materials, Inc. (NYSE:MLM) filed a lawsuit against directors of Martin Marietta Materials over alleged breaches of fiduciary duties.
The plaintiff claims that certain directors of Martin Marietta Materials, Inc. concealed material information in the proxy statement/prospectus that was filed in conjunction with the attempt to get approval from NYSE:MLM stockholders on the proposal to approve the issuance of Martin Marietta common stock to NYSE:TXI stockholder in connection with the merger agreement between Martin Marietta Materials, Inc. and Texas Industires, Inc.

On January 28, 2014, Martin Marietta Materials, Inc. (NYSE:MLM) and Texas Industries, Inc. (NYSE:TXI) had announced that the Boards of Directors of both companies have approved a merger agreement under which Martin Marietta will acquire all of the outstanding shares of Texas Industries common stock in a tax-free, stock-for-stock transaction. Under the terms of the merger agreement, Texas Industries shareholders will receive 0.700 Martin Marietta shares for each share of Texas Industries common stock they own at closing. Based on the closing stock price for Martin Marietta on January 27, 2014, this consideration would be equivalent to $71.95 of Martin Marietta stock for each Texas Industries share.

On June 16, 2014, NYSE:MLM shares closed at $130.99 per share.