KBC Asset Management NV has filed a lawsuit in Alabama alleging that Vulcan Materials' Board of Directors is not acting in shareholders best interest by rejecting Martin Marietta Materials hostile takeover bid.
The suit, filed in U.S. District Court in Alabama, says Raleigh-based Martin Marietta's offer provides "significant bird-in-the-hand value to Vulcan's shareholders in light of Vulcan's poor performance over the recent periods."
Vulcan has lost money in three of the past four quarters.
The suit accuses Vulcan's board and management of merely seeking "to entrench themselves in lucrative positions in Vulcan that would otherwise be wiped out of Marietta were to effectuate the exchange offer and acquire Vulcan."
Martin Marietta's proposal, announced Dec. 12, calls for each outstanding share of Vulcan stock to be exchanged for 0.50 Martin Marietta shares, with Vulcan shareholders owning 58 percent of the combined company.
About ten days after Martin Marietta made its offer, Vulcan's board announced that it had rejected the deal. The board described the proposal as a lowball offer that seeks to exploit the downturn in U.S. construction spending to acquire a larger rival.