Terms of the deal call for Raleigh, N.C.-based Martin Marietta to pay 0.7 of its shares for each share of Texas Industries. The deal values Texas Industries at $71.95 per share, a premium of less than 1% from Monday's close but 15% above the average closing prices of the two companies since Dec. 12 when word of a potential deal first leaked.
As part of the deal Martin Marietta would assume about $700 million in Texas Industries debt. Martin Marietta said it expects to extract about $70 million in pre-tax synergies by 2017, and said it believes the deal will immediately contribute to earnings per share.
The deal comes less than two years after Martin Marietta made an unsuccessful hostile bid for rival Vulcan Materials (VMC - Get Report) offering $4.9 billion for the Birmingham, Ala.-based target. The company has been eager to build its scale as a provider of construction aggregates and expand its geographic reach ahead of an expected recovery in the housing market.
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Dallas-based Texas Industries is the largest producer of cement in its home state and a major producer in California. Martin Marietta said that the purchase would add about 800 million tons of aggregates reserves, creating a company with a network of more than 400 quarries, mines, distribution yards and plants spanning 36 states, Canada and the Caribbean.
"By uniting Martin Marietta's and Texas Industries' complementary assets and leveraging an expanded geographic footprint, we will be even better-positioned to deliver value to our shareholders and customers," Martin Marietta CEO Ward Nye said in a statement. "Texas Industries' aggregates operations are strategically located in high growth markets and fit well into our existing portfolio, and its cement operations will further diversify our product and customer mix."
Texas Industries CEO Mel Brekhus called the deal "a unique opportunity to create a more competitive company with a solid, diversified portfolio of assets, enhanced credit profile and a strong balance sheet." The company's two largest shareholders, who together own about 51% of its shares outstanding, have pledged support for the transaction.
Martin Marietta received financial advice from JPMorgan Chase (JPM), a Deutsche Bank (DB) team of Paul Stefanick, Tom Bradshaw, James Ratigan and Scott Spieth and Barclays' Richard Siegel and Mark Hudson. A Cravath, Swaine & Moore team including partners Scott A. Barshay, George F. Schoen, Eric W. Hilfers, Andrew W. Needham and Matthew Morreale providing legal counsel.
Nathan Eldridge and Milad Hadziabdic from Citigroup (C) advised Texas Industries. Mark Gordon and Gordon Moodie of Wachtell, Lipton, Rosen & Katz provided legal counsel.