Bloomberg News

Vulcan Materials Sued by Fund Over Martin Marietta Offer

December 30, 2011

(Updates with excerpt from complaint in third paragraph.)

Dec. 28 (Bloomberg) -- Vulcan Materials Co.’s board was sued by KBC Asset Management NV over accusations the directors are trying to thwart a hostile takeover bid by Martin Marietta Materials Inc.

Martin Marietta announced an all-stock bid for Vulcan Dec. 12 that was valued at more than $4 billion. The offer was made directly to investors after Vulcan, the largest U.S. producer of crushed stone, broke off merger negotiations.

“The exchange offer provides significant bird-in-hand value to Vulcan’s shareholders in light of Vulcan’s poor performance over the recent periods,” Belgium-based KBC, with more than 44,000 Vulcan shares, contends in the complaint.

The lawsuit, filed yesterday in federal court in Birmingham, Alabama, is one of at least four being pursued in three states over the deal. On Dec. 19, Birmingham-based Vulcan sued in the same court asking a judge to block the takeover. Martin Marietta, based in Raleigh, North Carolina, sued Vulcan in Delaware Chancery Court Dec. 12 to try to validate the offer. Martin also sued Vulcan Dec. 12 in Superior Court in Trenton, New Jersey, to the same end.

KBC asks for a jury trial and an order that the board seriously consider the offer, exclusive of self-dealing.

The latest case is KBC Asset Management NV v. Vulcan Materials Co. 11-CV-4323, U.S. District Court, Northern District of Alabama, Southern Division (Birmingham).

--With assistance from Michael Bathon in Wilmington, Delaware, and David Beasley in Atlanta. Editors: Peter Blumberg, Stephen Farr

To contact the reporter on this story: Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net.


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