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Shareholders, Feds clear Martin Marietta, TXI merger

Sources: Martin Marietta Materials, Raleigh, N.C.; U.S. Department of Justice Antitrust Division; CP staff

Five months of shareholder guidance and regulatory review appear to have gone according to script for Martin Marietta, which is on track to promptly consummate a merger positioning it as the largest U.S.-based aggregate, cement and ready mixed producer.

Voting at meetings in Raleigh and Dallas, respectively, Martin Marietta and Texas Industries Inc. shareholders overwhelmingly approved a merger their companies proposed in late January, following unanimous sign off from both boards. Each share of TXI will be exchanged for 0.70 share of newly issued Martin Marietta stock. Merged business ownership will be split about 70/30 among Martin Marietta and TXI shareholders.

TXI’s Texas, California, Louisiana, Arkansas and Oklahoma businesses will be assimilated into Martin Marietta, which will maintain its North Carolina headquarters and establish a key office near TXI’s Dallas home base. The merged entity will have an especially strong footprint in Texas, management projecting $1 billion in annual sales from integrated cement, aggregate and concrete operations serving Dallas-Ft. Worth, Austin and San Antonio, plus markets in the eastern part of the state.

The Martin Marietta and TXI shareholder votes took place on the heels of the companies’ agreement with the Department of Justice Antitrust Division and State of Texas, stipulating sale of a Mill Creek, Okla., quarry and Dallas and Frisco, Texas, rail yards. Antitrust Division Assistant Attorney General characterized the proposed settlement, subject to U.S. District Court approval, as helping “ensure aggregate purchasers in parts of the Dallas metropolitan area will continue to receive the benefits of vigorous competition.”

Related articles:

Martin Marietta, TXI to take merger proposal to shareholders at month’s end

Martin Marietta strategy chief to lead Texas Industries integration

Martin Marietta Materials + Texas Industries