Delaware Chancery Court Enters "Final Order and Judgment" Implementing Ruling; Denies Martin Marietta's Motion for Stay Pending Appeal
Vulcan Materials Company (NYSE: VMC) announced that the Delaware Court of Chancery today issued its order and judgment implementing its earlier ruling enjoining Martin Marietta Materials (NYSE: MLM) and also denied Martin Marietta's motion for a stay pending appeal.
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Vulcan. Goldman, Sachs & Co. and BofA Merrill Lynch are acting as financial advisors to Vulcan.
The text of the Court of Chancery's Final Order and Judgment is as follows:
"The Court, having conducted a trial in this matter on February 28, 2012 through March 2, 2012, and having issued its post-trial Opinion on May 4, 2012 (the "Opinion"), hereby enters final judgment as follows, for the reasons stated in the Opinion:
1. "Counts I and II of the Complaint of plaintiff Martin Marietta Materials, Inc. ("Martin Marietta") are hereby dismissed with prejudice and Count III of the Complaint is hereby dismissed without prejudice as moot;
2. "Judgment is granted on all Amended Counterclaims of Vulcan Materials Company ("Vulcan") enjoining Martin Marietta, its officers, agents, servants, employees, and attorneys, and those persons in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, for a period of four months commencing on the date of this Order from any of the following:
a. "prosecuting a proxy contest, making an exchange offer or tender offer, or otherwise taking steps to acquire control of Vulcan shares or assets, including, without limitation, (i) making, maintaining, or amending any regulatory filings to facilitate any of the foregoing, (ii) making any communications, including with regulatory agencies, Vulcan shareholders or other third parties, to facilitate any of the foregoing, (iii) taking any steps to influence the vote on directors at the 2012 Vulcan Annual Meeting or (iv) otherwise acting to facilitate or in furtherance of any of the foregoing; and
b. "taking any actions in violation of the May 3, 2010 letter agreement between Martin Marietta and Vulcan ("the NDA") or the May 18, 2010 Common Interest, Joint Defense & Confidentiality Agreement between Martin Marietta and Vulcan ("the JDA"), with Martin Marietta's obligations under the NDA and JDA remaining in effect throughout the four- month period of said injunction (without reducing any term of the JDA).
3. "Without limiting any of the foregoing relief, and in connection with and to effectuate such relief, Martin Marietta, immediately upon entry of this Judgment, shall (a) terminate and withdraw its pending exchange offer and proxy materials and all regulatory filings (including Hart-Scott Rodino Act filings) made in connection therewith and (b) terminate and withdraw its notices of nomination and proposal of nominees to stand for election to the Vulcan Board of Directors."
The text of the Court of Chancery's Order denying Martin Marietta's motion for a stay pending appeal is as follows:
"The Court, having reviewed Martin Marietta Materials Inc.'s Motion to Stay Pending Appeal ("Motion") and the opposition thereto, and having conducted a teleconference on May 14, 2012 on the Motion, for the reasons stated on the record during the teleconference, hereby DENIES the Motion."
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