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Familiar advisers line up for Martin Marietta and Vulcan

by David Marcus | Published December 14, 2011 at 1:57 PM

Martin Marietta Materials Inc. and Vulcan Materials Inc. are both relying on familiar advisers in the hostile takeover battle that began Monday, Dec. 12, with Martin Marietta's $4.9 billion unsolicited bid for Vulcan.

The target has a larger market capitalization and is incorporated in target-friendly New Jersey, which raises the possibility that Birmingham, Ala.-based Vulcan could defend itself by making a counterbid for Martin Marietta Materials -- the so-called Pac-Man defense made famous in the early 1980s.

Vulcan tapped Edward Herlihy, Igor Kirman and Joseph Larson of Wachtell, Lipton, Rosen & Katz and Michael Carr of Goldman, Sachs & Co. Wachtell and Goldman also represented Vulcan on its $4.5 billion purchase of Florida Rock Industries Inc. in 2007 as well as on its 1999 acquisition of CalMat Co. for $890 million and its 2000 bid for Houston cement rival Southdown Inc., which ended up selling to Cemex SAB de CV for $2.8 billion.

Martin Marietta Materials turned to Paul Stefanick, James Ratigan, Tom Bradshaw, Mike Stanchina, Scott Spieth, Abhinav Poddar and Sonya Mays of Deutsche Bank Securities Inc. along with Chris Gallea, Chris Ventresca, Mike Macakanja and Isabelle Aussourd of J.P. Morgan Securities LLC for banking advice.

On the legal side, the bidder is using Peter Atkins, Eric Cochran and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP.

Raleigh, N.C.-based Martin Marietta, which is also incorporated in the state, has a long history with Skadden. General counsel Roselyn Bar practiced at Skadden before going in-house at Sun America Inc. and then moving to Martin Marietta Materials in 1994, the year that Martin Marietta Corp. spun out the unit to shareholders.

Atkins advised Martin Marietta Corp. later that year on its $10 billion merger with Lockheed Corp. and represented the combined company, Lockheed Martin Corp., on its $9 billion acquisition of Loral Corp.'s defense business in 1996.

Martin Marietta Corp. was the first takeover target to employ the Pac-Man defense, named for a wildly popular video game and reputedly coined by the late Bruce Wasserstein.

The fight for Martin Marietta involved the biggest names in the M&A business, made headlines around the country and accelerated the popular awareness of the then-nascent field of hostile takeovers.

In 1982, Bendix Corp. made a $1.5 billion hostile bid for Martin Marietta. The target turned the tables five days later with a counteroffer for Bendix and nudged United Technologies Corp. into taking a run at Bendix.

Instead, Bendix ended up selling to Allied Corp., which also emerged with a 39% stake in Martin Marietta.

Bendix used Wasserstein, Salomon Brothers and Arthur Fleischer Jr. of Fried, Frank, Harris, Shriver & Jacobson LLP. Martin Marietta hired Martin Siegel of Kidder, Peabody & Co., who in turn called Wachtell's Richard Katcher. United Technologies turned to Katcher's partner Martin Lipton, and Skadden's Joseph Flom represented Allied.

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Familiar advisers line up for Martin Marietta and Vulcan

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