As with many hostile takeover attempts, Martin Marietta’s bid for Vulcan Materials Co. is prompting Alabama business lawsuits. As we have been discussing on this blog, Vulcan’s board of directors recently rejected a nearly $5 billion stock exchange offer from Martin Marietta, who is seeking to acquire the Birmingham-based company.
In the fourth and most recent lawsuit filed to date, a Belgian-based stockholder of Vulcan filed a lawsuit alleging that the Vulcan board members rejected the takeover offer for their own financial gain. According to the Birmingham Business Journal, the lawsuit further contends that Vulcan’s board members have “deprived” shareholders of information regarding the proposal.
Instead of acting in the “best interests” of stockholders, board members rejected the proposed deal to save their own “lucrative positions,” KBC claims. “In fact, the board is so determined to thwart the exchange offer that they are depriving Vulcan’s shareholders of the ability to decide for themselves whether or not the exchange offer is in their best interests,” the lawsuit alleges.
According to the lawsuit, the proposal, which would have given Vulcan stockholders half a share of Martin Marietta for each of their shares, represented “significant bird-in-the-hand value,” particularly in light of Vulcan’s weak performance recently.
KBC asks the court to keep Vulcan’s board from “further thwarting” Martin Marietta’s hostile takeover bid, and to require the board to release the information that led Vulcan’s financial adviser, Goldman Sacs, to decide the offer was not in the best interests of Vulcan stockholders.
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