Vulcan Materials Co. released an investor presentation outlining the reasons that Vulcan has recommended rejecting Martin Marietta Materials Inc. exchange offer. As previously announced, the Vulcan Board of Directors unanimously determined that the Martin Marietta exchange offer is inadequate and not in the best interests of Vulcan and its shareholders.
The investor presentation is available at www.realaggregatesleader.com, a website established to provide information about the company's response to Martin Marietta's “opportunistic and inadequate” offer. In addition, the presentation may be found on Vulcan's corporate website at www.vulcanmaterials.com. It is also being filed with the Securities and Exchange Commission (SEC) and will be accessible on the SEC's website at www.sec.gov.
The reasons outlined in the presentation for shareholders to reject the offer include the following:
Martin Marietta's opportunistic offer substantially undervalues Vulcan.
- The offer seeks to exploit a severe cyclical industry downturn and 10-year low in Vulcan's share price.
- The historical exchange ratio between Vulcan and Martin Marietta has exceeded the proposed ratio of 0.5x for 89 percent of the trading days of the 10 years preceding the announcement of the offer.
- Vulcan's peak EBITDA of $1.3 billion is more than double Martin Marietta's historical high.
- Wall Street equity research analysts have predicted Vulcan's 2011-2013 EBITDA growth rate will be more than double Martin Marietta's (68 percent vs. 26 percent).
- The premium implied by the offer (9.3 percent) is lower than all precedent U.S. and European transactions in the heavy building materials industry valued over $1.0 billion since 2002.
Martin Marietta's offer fails to compensate Vulcan shareholders for Vulcan's stronger operating leverage and asset portfolio.
- Vulcan's cash gross profit per ton for aggregates is 28 percent higher than Martin Marietta's.
- Vulcan's reserves are more concentrated in higher growth markets than Martin Marietta's. Vulcan serves 18 of the top 25 U.S. metropolitan areas ranked by projected population growth; Martin Marietta serves only nine.
Martin Marietta's offer would not enhance shareholder value.
- Overall synergies asserted by Martin Marietta ($200-250 million) are high compared to precedent building materials transactions.
- As detailed in Vulcan's 14D-9 filing, in prior discussions the companies' CFOs jointly identified $125-150 million in savings.
- A significant part of the synergies are being captured by Vulcan on a stand-alone basis. Since early 2011, Vulcan has initiated actions to lower its overhead expenses by more than $50 million.
- Martin Marietta underestimates the costs and risks of a combination. Potential required divestitures would destroy value.
Vulcan believes Martin Marietta's offer breached two binding contracts by misusing highly sensitive, non-public information provided to Martin Marietta.
Goldman, Sachs & Co. is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Vulcan.