February 11, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Texas Industries, Inc. (NYSE:TXI) shares, was launched concerning whether the takeover of Texas Industries, Inc. by Martin Marietta Materials, Inc. for a value of approximately $71.95 per share is unfair to NYSE:TXI stockholders.

The investigation by a law firm concerns whether certain officers and directors of Texas Industries, Inc. breached their fiduciary duties owed to NYSE:TXI investors in connection with the proposed acquisition.

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, given that at least one analyst has set the high target price for NYSE: TXI shares at $80.00 per share, that NYSE:TXI shares traded in May 2013 as high as $74.68 per share, and that NYSE:TXI shares rose following the takeover news to as high as $75.27 in the open market on January 28, 2014, the investigation concerns whether the $71.95-offer is unfair to NYSE:TXI stockholders.

In addition, given that 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, the investigation concerns whether the Texas Industries Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

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.

NYSE:TXI shares closed at $79.40 per share on February 11, 2014.