TAKE A LOOK AT WHICH REPORT YOUR PORTFOLIO'S BEEN MISSING...

Shareholders Foundation offers real-time reporting of class action exposure on a per transaction basis,
including the documents you will need for claim filing and settlement recovery.
Start Monitoring Your Investments

Vulcan Materials Company Investor Files Lawsuit Over Martin Marietta’s Takeover Offer

  • If you purchased shares of Vulcan Materials Company (NYSE:VMC) prior to December 12, 2011 and currently hold those NYSE VMC, you have certain options and you should contact the Shareholders Foundation, Inc.

  • To have your information reviewed for options and to receive notifications about this case, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.

Lawsuit Overview

Company
Vulcan Materials Company
Security
NYSE: VMC

Case Name
Vulcan Materials Deal Case 12/30/2011
Type of Lawsuit
Mergers and Acquisition
You must register or login to receive notifications.

Click here to subscribe to Vulcan Materials Company.
Summary

San Diego, Dec. 30, 2011 (Shareholders Foundation) -- An investor in NYSE:VMC shares filed a lawsuit against directors of Vulcan Materials Company over alleged breaches of fiduciary duties in connection with the takeover offer by Martin Marietta Materials.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties by failing to engage in negotiations in connection with Martin Marietta’s Materials offer to take over Vulcan Materials.

On December 12, 2011, Martin Marietta Materials, Inc. (NYSE: MLM) announced that it has delivered an unsolicited proposal to Vulcan Materials Company (NYSE: VMC) and commenced an exchange offer to effect a business combination with Vulcan Materials. Under the terms of the proposed offer, each outstanding share of Vulcan Materials Company (NYSE: VMC) would be exchanged for 0.50 Martin Marietta Materials, Inc. (NYSE: MLM) shares or for a value of approximately $36.69 per share based on the previous trading day’s closing prices. Martin Marietta Materials, Inc. said the offer the offer represents a premium for Vulcan shareholders of 15% to the average exchange ratio based on the closing share prices for Vulcan Materials Company (NYSE: VMC) and Martin Marietta Materials, Inc. (NYSE: MLM) during the 10-day period ended December 9, 2011 and 18% to the average exchange ratio based on the closing share prices for Vulcan Materials Company (NYSE: VMC) and Martin Marietta Materials, Inc. (NYSE: MLM) during the 30-day period ended December 9, 2011.

Martin Marietta Materials filed a lawsuit in connection with the takeover offer . Vulcan fired back in a court filing and said that Martin Marietta Materials was covertly plotting the hostile offer as a “surprise attack” despite friendly merger negotiations over the past recent months.

On December 20, 2011, Vulcan Materials Company filed a countersuit against Martin Marietta Materials alleging the offer undervalues the company and was based on confidential information.

Then on December 22, 2011 the board of Vulcan Materials Company rejected the offer.

However, the plaintiff alleges that the board of Vulcan Materials Company instead of acting in the “best interests” of stockholders rejected the offer. The offer is a “significant bird-in-the-hand value” especially considering Vulcan Materials’ weak performance recently and the board’s unanimous vote reflects directors’ efforts to protect their own “lucrative positions”, so the lawsuit.