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Martin Marietta Materials, Inc. And Texas Industries, Inc. Confirm Agreement With U.S. Department Of Justice

Martin Marietta Materials, Inc. (NYSE:MLM) and Texas Industries, Inc. (NYSE:TXI) today announced that Martin Marietta has reached an agreement with the U.S. Department of Justice (“DOJ”), approved by the district court for the District of Columbia, that resolves all competition issues with respect to Martin Marietta’s proposed acquisition of Texas Industries, Inc. (NYSE:TXI). In connection with this agreement, the DOJ has terminated the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Under the terms of the agreement with the DOJ, Martin Marietta will divest its North Troy aggregate quarry in Mill Creek, Oklahoma and its two rail yards located in Dallas and Frisco, Texas.

"We appreciate the Department of Justice’s thorough review and approval, and are excited to have reached this major milestone,” said Ward Nye, Martin Marietta’s Chairman, President and Chief Executive Officer. “The combination of Martin Marietta and Texas Industries will create a market leading supplier of aggregates and heavy building materials and a more competitive company with a diversified portfolio of assets, an enhanced credit profile and a stronger balance sheet. We look forward to gaining approval from shareholders so that our customers can begin to enjoy the meaningful benefits of this combination.”

Completion of the transaction is subject to approval from both Martin Marietta and Texas Industries shareholders. On June 30, 2014, Martin Marietta and TXI will each hold special meetings of their respective shareholders to vote on various proposals in connection with the proposed merger. The companies anticipate closing the merger shortly after securing shareholder approval. Martin Marietta and Texas Industries shareholders of record as of the close of business on May 28, 2014 are entitled to vote at the special meetings of their respective shareholders.

As previously announced on January 28, 2014, the Boards of Directors of both Martin Marietta and Texas Industries approved an agreement under which the companies will combine, with Texas Industries becoming a wholly-owned subsidiary of Martin Marietta in a tax-free, stock-for-stock transaction. Upon the consummation of the merger, Texas Industries stockholders will have the right to receive 0.70 shares of Martin Marietta common stock for each share of Texas Industries common stock, with cash paid in lieu of fractional shares.

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