Delaware court sidelines takeover bid for Vulcan Materials
A hostile takeover battle between the nation’s two largest suppliers of construction aggregates — one of the chief ingredients of concrete — was put on a four-month hiatus by a Delaware court on May 14. Although the stay is only temporary, pending the outcome of an appeal, Martin Marietta must put a halt to its efforts to combine the two companies, which include a stock-exchange offer and an effort to elect its own directors to Vulcan’s board.
Discussions about a possible merger began in 2011 between the chief executives of Marietta Materials and Vulcan, according to regulatory filings. But the two CEOs could not agree on issues such as the executive management positions and shareholder premiums.
The all-stock offer arrived on Vulcan’s doorstep on Dec. 11 from the smaller of the two firms, Martin Marietta. Vulcan’s board recommended against the merger, and a proxy battle ensued. Vulcan now accuses Martin Marietta of using confidential information obtained during pre-merger talks to formulate its hostile bid.
Martin Marietta is the second-largest supplier of crushes stone, sand and aggregates in the United States. It also sells asphalt and concrete in certain geographic regions.
Vulcan is the country’s largest producer of construction aggregates and a major producer of other construction materials, including asphalt and ready-mixed concrete and a leading producer of cement in Florida.
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NCI Building Systems to acquire insulated panel supplier
NCI Building Systems has entered into a definitive agreement to purchase Metl-Span, a maker of insulated panels, from a subsidiary of BlueScope Steel North America Corp. The deal is valued at $145 million in cash.
Metl-Span, a leading manufacturer of insulated metal wall and roof panels for more than 40 years, operates five manufacturing facilities in the United States serving the nonresidential building products market. For the year ended Dec. 31, 2011, Metl-Span had estimated revenues of $170 million. The acquisition is subject to a number of closing conditions, including the expiration or termination of any applicable waiting period under the Hart Scott Rodino Act.
Norman Chambers, NCI’s chairman, president and CEO, said in a prepared statement: “The highly synergistic addition of Metl-Span’s products and capabilities will meaningfully enhance NCI’s diversification and expand NCI’s manufacturing footprint in the high-growth insulated metal panel sector, while also growing our customer base and distribution channels. The transaction … will strengthen our position as a leading fully integrated supplier to the nonresidential building products industry in North America, providing our customers a comprehensive suite of building products.”
In connection with the transaction, NCI will refinance its existing asset-based lending (ABL) facility and term loan, which were both set to mature in 2014. NCI has secured a new fully committed ABL and term loan that will be used, together with cash on hand, to fund the acquisition.
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Beacon Roofing swings to profit
Beacon Roofing Supply, the Peabody, Mass., distributor of roofing and other housing exterior materials, posted net sales of $395.1 million for its second fiscal quarter of 2012, a 33.4% increase over sales of $296.3 million in the same quarter in 2011. Existing market (organic) sales, which exclude branches acquired after the beginning of last year’s second quarter, increased 28.2%.
Net income for the second quarter, which ended March 31, was $3.1 million compared with a net loss of $6.2 million a year ago. The higher net income was due to the higher sales and gross margin rate, partially offset by the impact from higher operating expenses and a higher income tax provision compared to an income tax benefit in 2011.
In a prepared statement, Paul Isabella, the company’s president and CEO, said: "The positive momentum from our first quarter continued into our second quarter, and we finished with record results for the first half of fiscal 2012. Our results for the second quarter and first half significantly exceeded our expectations and most of our regions are on track for a very successful year. Once again, our company-wide residential and non-residential product sales in existing markets both showed double-digit percentage increases for the quarter, while our complementary product sales were up 7%.”
Warm winter conditions boosted roofing and exterior remodeling activities, Isabella said, especially residential re-roofing. “In addition, our roofing businesses continued to benefit from industry-wide price increases, which mostly occurred during the second half of last year,” he added.
With Beacon’s new credit facility and an improved balance sheet, “We are confident that we will add additional quality companies this year that fit our target acquisition profile,” Isabella said.