3. ARKO Corp. issued the following press release on March 27, 2023.
ARKO Corp. Urges Travel Center of Americas Board to Consider Superior Acquisition Proposal
ARKOs proposal to offer $92 per share should be seriously considered by
TravelCenters of Americas Board of Directors
RICHMOND, Va., March 27, 2023 ARKO Corp. (Nasdaq: ARKO) (ARKO), a Fortune 500 company and one of the largest convenience store
operators in the United States, today issued a letter urging Travel Centers of Americas (Nasdaq: TA) (TravelCenters) Board to seriously consider ARKOs proposal to acquire TravelCenters and engage with, rather than exclude,
ARKO in the sale process.
Following the submission of our March, 14, 2023 proposal to acquire TravelCenters for $92 a share and requesting access to
diligence materials, and after reviewing the publicly available terms of the proposed transaction with BP Products North America Inc., a wholly owned indirect subsidiary of BP p.l.c. (NYSE: bp) (BP), as well as TravelCenters
preliminary proxy statement, ARKO believes the Boards decision regarding ARKOs proposal was incorrect and not in the best interests of TravelCenters stockholders.
ARKOs proposal is superior to BPs offer of $86 a share, and engaging with ARKO is obviously beneficial for TravelCenters stockholders.
ARKOs proposal represents a meaningful premium of $6.00 per share to the value of BPs offer, adding nearly $100 million in additional value to TravelCenters stockholders. The proposal maintains the discipline that ARKOs
stockholders are accustomed to, and that is characteristic of ARKOs systematic growth strategy designed to increase cash flow and profitability.
TravelCenters Board should seriously consider ARKOs strong financial position.
ARKO is prepared to immediately commence confirmatory due diligence and quickly enter into an Agreement and Plan of Merger along with the other ancillary
arrangements on the same material terms as in the Merger Agreement with BP. As one of the most acquisitive operators of convenience stores in the United States, with 23 transactions completed since 2013 and one pending and expected to close in the
second quarter of 2023, ARKO has never required any financing conditions and has closed every acquisition it has put under contract. ARKOs proposal to TravelCenters offers no financing-related conditions.
ARKO urges TravelCenters Board to seriously consider ARKOs superior proposal to acquire TravelCenters of America. ARKO believes it is riskless to
TravelCenters stockholders for TravelCenters Board to engage with ARKO, and that doing so could reasonably be expected to lead to a superior proposal.
About ARKO Corp.
ARKO Corp. (Nasdaq: ARKO) is a Fortune
500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable family of community brands offers delicious,
prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our high value fas REWARDS® loyalty program offers exclusive savings on
merchandise and gas. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet
fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel
to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.
Forward-Looking Statements
This document includes
certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the timing, scope, terms,