Vulcan Materials (NYSE: VMC) disclosed today that it had received a Civil Investigative Demand (NASDAQ:CID) and a Request for Additional Information from the DOJ in connection with an exchange offer previously commenced by Martin Marietta Materials (NYSE: MLM). While it is impossible to know the DOJ’s exact intentions, it appears as though the requests largely relate to the potential regulatory approval issues cited by VMC as a reason for its rejection of the offer.
In its press release regarding the board’s unanimous rejection of MLM’s offer, VMC cited “value-destructive divestitures required by the U.S. Department of Justice” as one of the numerous reasons for its decision. Further, in a Jan-12 shareholder presentation, VMC included a table of facilities at risk of divestiture based on proximity to competing MLM operations. In a response presentation, MLM listed several reasons why VMC’s concerns were overblown, including errors in its presentation regarding MLM assets and DOJ procedures regarding such matters.
In its 8-K, VMC indicated that the CID and Request for Additional Information called for data relating to operations in 15 states, 13 of which are areas in which both companies appear to operate, as well as volumes of materials transported various distances from company facilities. Both types of data appear to relate to the disputed regulatory concerns highlighted previously.
In addition to the regulatory concern dispute, VMC has commenced litigation against MLM alleging that it misused and improperly disclosed confidential information obtained prior to the offer.