Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: U.S. files Competitive Impact Statement in Taiheiyo/Vulcan San Diego deal, (Jun 12, 2026)

By Donielle Tigay Stutland, J.D.

CalPortland completed its acquisition of Vulcan Materials' ready-mix concrete assets in San Diego and the San Francisco Bay Area.

The United States Department of Justice and the State of California filed an Antitrust Procedures and Penalties Act (Tunney Act) Final Judgment, Stipulation, and Competitive Impact Statement with the United States District Court for the District of Columbia in connection with the Taiheiyo Cement Corporation acquisition of Vulcan Materials Company’s California ready-mix concrete assets. The documents were also published in the Federal Register on June 11, 2026. Under the Final Judgment, CalPortland is required to divest three ready-mix concrete production facilities in San Diego County to Holliday Rock Co., Inc. (“Holliday Rock”). On May 21, 2026, the United States filed a Complaint alleging that the proposed acquisition would violate Section 7 of the Clayton Act, 15 U.S.C. 18. On June 8, 2026, CalPortland announced that it has completed its acquisition of Vulcan Materials' ready-mix concrete assets in San Diego and the San Francisco Bay Area for $712 million. In a press release, Vulcan Materials Company, said it had completed the divestiture of its California ready-mixed concrete operations (USA v. Taiheiyo Cement Corp., No. 1:26-cv-01783-CKK (D.D.C. Jun. 5, 2026)).

Background. Taiheiyo Cement Corporation, a Japanese corporation headquartered in Tokyo, operates in the United States through its wholly-owned subsidiary CalPortland Company. CalPortland, incorporated in California with headquarters in Las Vegas, Nevada, is one of the largest suppliers of construction materials, including cement, ready-mix concrete, aggregate and asphalt, in the western United States. Taiheiyo reported total revenues exceeding $5.5 billion for fiscal year 2025.

Vulcan Materials Company, incorporated in New Jersey with headquarters in Birmingham, Alabama, is one of the nation's largest construction materials producers, operating in 22 states and the District of Columbia. Vulcan is the largest aggregate producer in the United States and maintains ready-mix concrete operations in five states. The company reported approximately $7.9 billion in total revenues for 2025.

CalPortland and Vulcan are two of the largest suppliers in this already highly concentrated market, with a combined share over 50%. They compete head-to-head on price, quality, reliability, and service. Vulcan is also the largest producer of aggregate in the United States. Vulcan has ready-mix concrete operations in five states and the District of Columbia and asphalt operations in six states. In California, Vulcan owns aggregate, ready-mix concrete, and asphalt operations. In 2025, Vulcan reported total revenues of approximately $7.9 billion.

On October 27, 2025, CalPortland and Vulcan entered into an asset purchase agreement under which CalPortland would acquire Vulcan's California ready-mix concrete operations for approximately $712 million.

Complaint and Proposed Final Judgment. On May 21, 2026, the United States filed a Complaint alleging that the proposed acquisition by Taiheiyo Cement Corporation and CalPortland Company of Vulcan Material Company's ready-mix concrete operations in California would violate Section 7 of the Clayton Act, 15 U.S.C. 18 because the transaction would substantially lessen competition in the production, distribution, and sale of ready-mix concrete in San Diego County, California,

Proposed settlement. The proposed final judgment requires Taiheiyo and CalPortland to divest three ready-mix concrete plants in San Diego County within 15 calendar days after entry of the Asset Preservation and Hold Separate Stipulation and Order, with possible extensions not to exceed 90 days total.

The divestiture assets include the Escondido Plant, a CalPortland facility including real property, the ready-mix concrete plant, equipment, and 15 ready-mix concrete trucks servicing the facility. The package also includes the Oceanside Plant, a CalPortland facility, and the Lakeside Plant, a Vulcan facility, with both facilities requiring leasehold interests effective for the entire period of the final judgment.

The proposed acquirer is Holliday Rock Co., Inc., a California corporation headquartered in Upland, California. The settlement provides that if Holliday Rock is not the acquirer, the divestiture package may be expanded at the acquirer's option to include additional real property, tangible personal property, contracts, records, intellectual property, and other intangible property utilized by the three plants.

Transition and supply provisions. At the acquirer's option and subject to United States approval, Vulcan must enter into aggregate supply contracts sufficient to meet the acquirer's needs for up to 12 months on terms reasonably related to market conditions, with possible extensions of up to 180 additional days. The acquirer may terminate supply contracts without cost or penalty upon 30 days' written notice.

If the acquirer is not Holliday Rock, defendants must provide transition services for back office, human resources, accounting, employee health and safety, and information technology for up to six months, with possible extensions of up to 90 additional days. Employees providing transition services are prohibited from sharing competitively sensitive information about the acquirer with other defendant employees.

The proposed final judgment includes a divestiture trustee provision. If divestiture is not completed within the specified timeframe, the court may appoint a trustee selected by the United States to effect the sale at a price and terms obtainable through reasonable effort. The trustee would serve at defendants' cost and expense with authority to hire necessary agents and consultants.

The settlement also imposes ongoing notification requirements. For transactions not subject to Hart-Scott-Rodino Act reporting requirements, CalPortland and Taiheiyo must provide 30 days' advance notice to the United States and California before acquiring any interest in ready-mix concrete production facilities in a relevant area covering 15 California counties during the final judgment's term.

The agreement prohibits CalPortland and Taiheiyo from reacquiring any part of the divestiture assets during the judgment's term without prior written authorization. The final judgment expires after 10 years unless extended by the court, with possible early termination after five years upon United States motion that divestiture is complete and continuation is no longer necessary or in the public interest.

The Case is No. 1:26-cv-01783.

Attorneys: Christine A. Hill, U.S. Department of Justice, for the U.S. Leo Caseria (Sheppard Mullin Richter & Hampton LLP) for Vulcan Materials Co.

Companies: Vulcan Materials Co.; Taiheiyo Cement Corp.; CalPortland Co.

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