FILED BY MARTIN MARIETTA MATERIALS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: VULCAN MATERIALS COMPANY
COMMISSION FILE NO. 001-33841
On December 12, 2011, in connection with the proposed business combination with Vulcan Materials Company, Martin Marietta Materials, Inc. began sending the following communication to certain of its business partners:
Dear [ ],
Given our significant business relationship, I personally wanted to update you on an important step taken by Martin Marietta Materials, Inc. today. Early this morning, we announced a proposal and commenced an exchange offer to combine our business with Vulcan Materials Company, a leading producer of construction aggregates.
Bringing together Martin Marietta and Vulcan would create a U.S.-based company that is the global leader in aggregates, resulting in a combined company that can deliver enhanced product offerings and service. Our assets and geographic footprints are highly complementary with relatively little overlap and, as such, this is a tremendous opportunity to grow our businesses and enhance our competitiveness.
We feel strongly about the compelling rationale for combining our two companies and have discussed this opportunity at length and over time with Vulcan. We have decided to take our proposal directly to Vulcans shareholders and believe the strategic rationale of the combination is so compelling that they will send a clear message to their board that Vulcan should enter into a business combination transaction with Martin Marietta.
Please be assured that Martin Marietta will continue to operate as usual during this process and we expect no changes to our business relationship.
We have created a website (www.aggregatesleader.com) to provide information on the proposal. If you have questions about the proposal or anything related to Martin Marietta, you can always reach out to me.
We greatly appreciate our relationship with you and look forward to continuing to work together in the future.
* * * * *
Cautionary Note Regarding Forward-Looking Statements
This letter may include forward-looking statements in connection with future events or future operating or financial performance. Forward-looking statements are often identified by words such as anticipate, expect, should be, believe, will, and other words of similar meaning. These forward-looking statements are subject to a number of risks and uncertainties (including those described in Martin Mariettas and Vulcans filings with the SEC) which could cause actual results to differ materially from such statements. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Important Additional Information
This letter relates to the Exchange Offer by Martin Marietta to exchange each issued and outstanding share of common stock of Vulcan for 0.50 shares of Martin Marietta common stock. This letter is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Vulcan common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary prospectus/offer to exchange included in the Registration Statement on Form S-4 (the Registration Statement) (including the letter of transmittal and related documents and as amended and supplemented from time to time, the Exchange Offer Documents) filed by Martin Marietta on December 12, 2011 with the SEC. The Registration Statement has not yet become effective. The Exchange Offer will be made only through the Exchange Offer Documents. Investors and security holders are urged to read the Exchange Offer Documents and all other relevant documents that Martin Marietta has filed or may file with the SEC if and when they become available because they contain or will contain important information.
Martin Marietta may file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with the solicitation of proxies (the Vulcan Meeting Proxy Statement) for the 2012 annual meeting of Vulcan shareholders (the Vulcan Meeting). Martin Marietta may also file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with its solicitation of proxies for a meeting of Martin Marietta shareholders (the Martin Marietta Meeting) to approve, among other things, the issuance of shares of Martin Marietta common stock pursuant to the Exchange Offer (the Martin Marietta Meeting Proxy Statement). Investors and security holders are urged to read the Vulcan Meeting Proxy Statement and the Martin Marietta Meeting Proxy Statement and other relevant materials if and when they become available because they will contain important information.
All documents referred to above, if filed, will be available free of charge at the SECs website (www.sec.gov) or by directing a request to Morrow & Co., LLC at (877) 757-5404 (banks and brokers may call (800) 662-5200).
Martin Marietta, certain of its directors and officers and the individuals expected to be nominated by Martin Marietta for election to Vulcans Board of Directors may be deemed participants in any solicitation of proxies from Vulcan shareholders for the Vulcan Meeting or any adjournment or postponement thereof. Martin Marietta and certain of its directors and officers may be deemed participants in any solicitation of proxies from Martin Marietta shareholders for the Martin Marietta Meeting or any adjournment or postponement thereof. Information about Martin Marietta and Martin Mariettas directors and officers, including a description of their direct and indirect interests, by security holdings or otherwise, is available in the proxy statement for Martin Mariettas 2011 annual meeting of shareholders, filed with the SEC on April 8, 2011, and the Registration Statement. Information about any other participants, including a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Vulcan Meeting Proxy Statement, the Martin Marietta Meeting Proxy Statement or other relevant solicitation materials that Martin Marietta may file with the SEC in connection the foregoing matters, as applicable.