After the initial takeover offer, Vulcan said its board of directors would “carefully review the proposal and determine the course of action that it believes is in the best interests of the company and its shareholders.” Shareholders were originally advised not to take any action, pending the review of the proposed exchange offer by the company’s board.

However, on Dec. 22, any potential for negotiations fell apart after the Vulcan board of directors consulted with its independent financial and legal advisers (Goldman, Sachs & Co. is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Vulcan Materials). Vulcan’s board of directors unanimously determined that the Martin Marietta Materials, Inc.’s exchange offer to acquire Vulcan at a fixed exchange ratio of 0.50 shares of Martin Marietta common stock for each Vulcan common share is “inadequate and not in the best interests of Vulcan and its shareholders.”

James noted in a Vulcan press release: “The offer, made at a low point in the economic and industry cycle, does not come close to appropriately compensating shareholders for Vulcan’s strategic locations and leading positions in high-growth markets, unparalleled reserve base, and proven ability to deliver rapid profitability and cash-flow growth in economic recoveries. Martin Marietta is obviously trying to take value that rightly belongs wholly to Vulcan shareholders.”

The press release says that the Vulcan Board concluded the company is much better positioned to capitalize on economic recovery than Martin Marietta. It noted that Vulcan has a stronger presence in the most attractive U.S. markets and a significantly more profitable aggregates business. It also noted that Martin Marietta’s offer carries significant execution risk, further eroding the value of the offer. While the company had explored a possible combination with Martin Marietta in the past, it ultimately determined that a combination was not in the best interests of the company or its shareholders.

To read about Vulcan’s rationale for rejecting the offer, use

this shortened link, http://www.bit.ly/vQrQLB. An investor presentation to Vulcan shareholders, released Jan. 5, 2012, is available at

www.realaggregatesleader.com, a website established to provide

information about the company’s response to Martin Marietta’s

offer. For webcast of Martin Marietta’s response, go to

http://www.media-server.com/m/p/8f9kvhtx.

Judge rules in Metso Minerals’favor in Terex patent dispute

A federal court has affirmed a jury’s decision in favor of Metso Minerals’ patent dispute against Terex Corp. and two of its distributors, Emerald Equipment Systems, Inc. and Powerscreen New York Inc.

On Dec. 9, 2011, the Federal District Court for the Eastern District of New York confirmed a jury’s verdict of a year earlier, which was reached during a seven-week trial. In December 2010, a jury awarded Metso Minerals, Inc. $15.8 million in damages for patent infringement nearly five years after the Metso Minerals, Inc. v. Powerscreen International Distribution Limited et al. lawsuit began in March 2006.

The jury verdict had held that the defendants willfully infringed Metso’s U.S. patent that was directed to mobile screening and crushing machines. In the court’s decision, each of the defendants’ four motions to overturn the jury’s verdict and/or for a new trial were dismissed, according to Cozen O’Connor, the law firm representing the plaintiff.

The court affirmed “the jury’s verdict that Metso’s patent was infringed, that it was infringed willfully, that the patent was not obvious, that the patent was not unenforceable due to alleged inequitable conduct, and that Metso had not delayed commencing its lawsuit.”