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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?

To: richardred who wrote (3208)	10/26/2012 12:26:05 PM
From: richardred	Respond to of 7252

In $4.7 billion hostile takeover fights, as in football, defense wins, Vulcan Materials attorney says Published: Thursday, October 25, 2012, 4:35 PM Updated: Thursday, October 25, 2012, 5:17 PM Stan Diel \| sdiel@al.com By Stan Diel \| sdiel@al.com Follow Share Email Print Vulcan materials.JPG BIRMINGHAM, Alabama -- Among the takeaways from Martin Marietta Material's failed $4.7 billion hostile takeover bid for Vulcan Materials, according to Vulcan's attorney: Pay very close attention to confidentiality agreements, and "don't go hostile on an Alabama company when their football team just won the national championship." Igor Kirman, Vulcan's lead attorney in its successful defense of the takeover bid, walked mergers and acquisitions attorneys through the case today in a presentation at Cumberland School of Law's Southeastern Business Law Institute at the Wynfrey Hotel. It was the first public accounting of many details of a fight that captured headlines in the national business press for much of the past year, and Kirman called it "the most important outcome of any confidentiality agreement ever written." The New York attorney is an authority on the subject. He's the author of the book "M&A and Private Equity Confidentiality Agreements Line by Line." The hostile bid was launched in December of last year after the two companies failed to reach a deal in private talks. As part of those talks, Vulcan shared a variety of proprietary information with its suitor, including information regarding cost savings that could result from eliminating redundancies and possible anti-trust implications. That information was protected by two confidentiality agreements that stated it could be used only for the purpose of evaluating the friendly takeover bid. Vulcan sued, arguing that Martin Marietta improperly made the information public to bolster its hostile bid. Delaware Chancery Chief Judge Leo Strine found in favor of Vulcan in May, and the Delaware Supreme Court upheld Strine's decision two months later. The court barred Martin Marietta from pursuing Vulcan for four months. Confidentiality agreements aside, Martin Marietta's analysis significantly underestimated anti-trust implications and significantly overestimated synergy savings, making its bid unreasonably low, Kirman said. North Carolina-based Martin Marietta offered half a share of its stock for each full share of Vulcan stock, valuing Vulcan at $36.69 a share, well below a fair price, he said. In the midst of the fight over the hostile bid Martin Marietta CEO Ward Nye slammed the defense being put up by Vulcan, and closed a Jan. 10 conference call with analysts by paying homage to the University of Alabama, which had beaten LSU to win the national championship the night before. ''With apologies to Auburn fans . . . congratulations on your national championship last night and Roll Tide!'' he said. That didn't sit well with Kirman, who added the phrase "defense wins championships" to the automated signature at the end of his emails, vowing to keep it there until Vulcan won. blog.al.com