2injunction against Vulcan violating the exclusive Delaware forum selection clause in theNon-Disclosure Agreement.2.
Martin Marietta is a leading producer of aggregates, crushed stone,sand and gravel used for public, commercial and residential construction. Vulcan is thenation’s largest producer of construction aggregates and a leader in the production of other construction materials. The Exchange Offer being commenced on December 12,2011 is a non-coercive and non-discriminatory offer to purchase Vulcan’s shares, andproposes, promptly after completion of the Exchange Offer, to consummate a second-stepmerger of a wholly-owned subsidiary of Martin Marietta with and into Vulcan, therebyacquiring all of Vulcan’s shares not acquired pursuant to the Exchange Offer. Under theproposed terms of the Exchange Offer, each outstanding share of Vulcan common stock would be exchanged for 0.50 shares of Martin Marietta common stock, representing an18% premium to Vulcan’s stockholders based on the average per share prices for bothcompanies during the 30-day period ended December 9, 2011.3.
Concurrent with the commencement of the Exchange Offer and theproposal for the second-step merger, Martin Marietta is notifying Vulcan of its intent topropose five individuals to be nominated for election to Vulcan’s currently 11-memberboard at Vulcan’s 2012 annual stockholders meeting, which Martin Marietta expects,based on Vulcan’s practice and bylaws, to be held on May 15, 2012.4.
Martin Marietta and Vulcan have at various times discussed acombination of the companies. The combined business would present meaningfulsynergies and increased value for stockholders of both companies. More than a year and