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Investors Sue Vulcan Materials Over Hostile Bid By Martin Marietta

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KBC Asset Management NV, a Brussels-based private investment manager, filed a lawsuit on Dec. 27 against Vulcan Materials Co. for not acting on a hostile takeover bid earlier in the month by rival Martin Marietta Materials Inc. that would have created the world's largest rock and gravel supplier.

"The exchange offer provides significant bird-in-hand value to Vulcan's shareholders in light of Vulcan's poor performance over the recent periods," says KBC's lawsuit filed in U.S. District Court in Birmingham, Ala. The Belgian firm owns over 44,000 shares of Vulcan, which has lost money three of the last four quarters. Martin Marietta stock, by comparison, recently shot up to $75.86 per share.

As it stands, KBC is one of at least four lawsuits being pursued in three states related to the unsolicited $4.7-billion all-stock offer, made on Dec. 12. The bid came 18 months after behind-the-scene talks with Vulcan disintegrated. The proposal equals $36.69 a share, or 9.4% more than Vulcan's Dec. 9 closing stock price.

"Vulcan did not share Martin Marietta's views as to the level of synergies," Martin Marietta said in a Dec. 12 federal filing. Vulcan's stock price shot up 25% to an eight-month high of $45 a share on Dec. 12 amid news of the tender offer.

Yet the company is still fighting a bid that it considers "woefully inadequate" and "almost laughable," Vulcan Chairman and CEO Donald M. James said in a statement. Vulcan's founding family member, Glenn Ireland II, has expressed support for the merger and criticized the current management in an open letter to the board of directors.

"The real question is whether Vulcan's board decides to come back to the table and negotiate with Martin Marietta," said research analyst Todd Vencil with Sterne Agee, Birmingham, in an investor note. "This depends on the pressure that current VMC shareholders apply to management and the board."

A construction industry downturn could lead to a successful acquisition, analysts believe, giving Martin Marietta 28 billion tons in combined mineral reserves in North America.


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