February 28, 2014 (Shareholders Foundation) - An investor who currently holds shares of Texas Industries, Inc. (NYSE:TXI) filed a lawsuit in effort to halt the proposed takeover of Texas Industries, Inc. by Martin Marietta Materials, Inc. for a value of approximately $71.95 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:TXI stockholders arising out of the attempt to sell Texas Industries, Inc.too cheaply via an unfair process to Martin Marietta Materials, Inc.

On January 28, 2014, Martin Marietta Materials, Inc. (NYSE:MLM) and Texas Industries, Inc. (NYSE:TXI) 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.

However, the plaintiff alleges that the offer is too low and undervalues Texas Industries, Inc. Indeed, at least one analyst has set the high target price for NYSE: TXI shares at $80.00 per share, NYSE:TXI shares traded in May 2013 as high as $74.68 per share, and NYSE:TXI shares rose following the takeover news to as high as $85.94 in the open market on Febraury 28, 2014.

Texas Industries, Inc. reported that its Total Revenue rose from $571.91 million for the 12 months period that ended on May 31, 2011 to $697.08 million for the 12 months period that ended on May 31, 2013 and that its Net Loss of $64.91 million for the 12 months period that ended on May 31, 2011 turned into a Net Income of $24.55 million for the 12 months period that ended on May 31, 2013. Shares of Texas Industries, Inc. (NYSE:TXI) grew from $22.55 per share in November 2011 to as high as $74.68 per share in May 2013.

In addition, the plaintiff claims that the process is also unfair to NYSE: TXI investors. Indeed Texas Industries' two largest shareholders, representing approximately 51 percent of shares outstanding, have already agreed to vote all of their shares (or in some limited circumstances, about 35 percent of the outstanding shares) of Texas Industries common stock in favor of the transaction

NYSE:TXI shares closed at $84.90 per share on February 28, 2014.