North / South America
No drama at Vulcan Materials Co. shareholder meeting
Jun, 04 2012
(BIRMINGHAM, Alabama) -- The Vulcan Materials Co. annual meeting this afternoon was the kind officers and directors were hoping for -- mundane, short and devoid of theatrics.
It could have been much different during the 3 p.m. meeting at downtown's Harbert Center: It was only this week that the Delaware Supreme Court upheld on emergency appeal an earlier decision that barred chief rival Martin Marietta Materials Co. from advancing a hostile bid for Birmingham-based Vulcan for four months.
In December, North Carolina-based Martin Marietta launched a $4.7 billion hostile bid for Vulcan, which quickly rejected the stock swap deal. Then, early last month, a Delaware judge ruled Martin Marietta used confidential information gleaned from earlier, friendly merger talks.
The companies -- Vulcan and Martin Marietta -- are No. 1 and No. 2 in the business of producing crushed rock and other materials used in road and building construction.
The stakes have been high. Martin Marietta originally offered a $36.69 per-share stock swap valued at $4.7 billion; Vulcan directors quickly rejected it as too low. Vulcan shares closed Friday at $32.97, down $1.68, or 4.9 percent, from the previous day's close.
Martin Marietta contemplated putting the headquarters in its hometown of Raleigh, a proposal that sent ripples of fear through Vulcan's Liberty Park headquarters, home to 435 corporate employees administering 319 nationwide rock quarries and the work of 7,500 colleagues.
With the Delaware ruling on the emergency appeal this week, so ended the Martin Marietta attempt to install four new directors at today's meeting. The company nominated the prospective new board members with the intent of winning all four seats, setting up the possibility of controlling the 10-member board after the 2013 meeting.
"We have received no other notices of official business in accordance with our bylaws," Vulcan Chief Executive Don James told the audience of a few dozen as he closed the official agenda without a mention of Martin Marietta.
There are a few items still on the table from the hostile attempt, which has the prospect of reigniting after the four-month cooling-off. One is a lawsuit filed last week in Jefferson County Circuit Court by members of the founding Vulcan family, Glenn Ireland and Bud Ireland, saying managers and directors erred in not accepting the Martin Marietta offer and concealed from shareholders that the company overpaid for 2009 acquisition partner Florida Rock Industries by at least $1.1 billion.
Friday, the suit was amended to add the Charles Byron Ireland Trust, the Annette B. Ireland Trust and the C. Eugene Ireland Trust, which together own about 1.1 million Vulcan shares. The suit is a derivative action, meaning shareholders are suing officers and directors to recoup proceeds to be paid to the corporation for alleged damages.
"We believe the suit is entirely without merit," Vulcan said in a statement when the suit was filed.
There were no questions for James during a post-meeting discussion period about Martin Marietta. The meeting was over in less than an hour.
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