Special Meeting to Adopt Existing Merger
Agreement Scheduled for December 5, 2012
Deadline for Voting by Proxy by Internet or
Telephone is December 4, 2012 at 11:59 p.m. New York Time
Following the announcement made by Innospec Inc. (Nasdaq: IOSP)
("Innospec") this morning that it will not submit a definitive
proposal to acquire TPC Group Inc. (Nasdaq:TPCG), TPC Group's Board
of Directors urges all stockholders to take prompt action to vote
FOR the adoption of the merger agreement with
First Reserve Corporation and SK Capital Partners, under which
stockholders will receive $45.00 per share in cash.
On November 29, 2012, Institutional Shareholder Services
recommended stockholders vote FOR the proposed
transaction with First Reserve and SK
Capital.
As previously announced, the special meeting of stockholders to
vote on the adoption of the existing merger agreement with First
Reserve and SK Capital is scheduled to occur on December 5, 2012,
at the offices of Baker Botts L.L.P., 32nd Floor, One Shell Plaza,
910 Louisiana Street, Houston, Texas 77002, at 9:00 a.m. Central
time. Stockholders of record as of the close of business on
November 1, 2012, are entitled to vote at the special meeting. The
deadline for voting by proxy by Internet or telephone is December
4, 2012 at 11:59 p.m. New York Time.
First Reserve Corporation and SK Capital have received all
regulatory approvals required to consummate the transaction and,
assuming stockholder approval is received, the acquisition is
expected to close by no later than December 31, 2012.
Perella Weinberg Partners LP is serving as financial advisor to
TPC Group, and Baker Botts L.L.P. is serving as legal counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the special committee of the TPC Group's Board of
Directors.
About TPC Group
TPC Group Inc. is a leading producer of value-added products
derived from niche petrochemical raw materials, such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast region. The Company sells its
products into a wide range of performance, specialty and
intermediate markets, including synthetic rubber, fuels, lubricant
additives, plastics and surfactants. Headquartered in Houston,
Texas, and with an operating history of over 68 years, the Company
has manufacturing facilities in the industrial corridor adjacent to
the Houston Ship Channel, Port Neches and Baytown, Texas and
operates a product terminal in Lake Charles, Louisiana. For more
information, visit the Company's website at
http://www.tpcgrp.com.
The TPC Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9551
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger between TPC Group and investment
funds sponsored by First Reserve Corporation and SK Capital
Partners. In connection with the proposed merger, TPC Group has
filed a definitive proxy statement and a supplement to the
definitive proxy statement with the SEC on November 5, 2012 and
November 13, 2012, respectively. Investors and security
holders of TPC Group are urged to carefully read the definitive
proxy statement and the supplement because they contain important
information about the transaction.
The definitive proxy statement and the supplement were mailed to
TPC Group's stockholders seeking their approval of the proposed
merger on or about November 5, 2012 and November 14, 2012,
respectively. Investors and security holders may obtain a free copy
of the definitive proxy statement, the supplement and other
documents filed by TPC Group with the SEC, at the SEC's website at
www.sec.gov. Free copies of the documents filed with the SEC by TPC
Group will be available on TPC Group's website at www.tpcgrp.com
under the "Investors" tab, by directing a request to TPC Group,
Attention: Investor Relations, 5151 San Felipe, Suite 800, Houston,
Texas 77056, or by calling (713) 627-7474. Investors may also read
and copy any reports, statements and other information filed with
the SEC at the SEC public reference room at 100 F Street N.E., Room
1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330
or visit the SEC's website for further information on its public
reference room.
TPC Group and its directors, executive officers and certain
members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
in connection with the proposed merger. Information concerning the
interests of the persons who may be participants in the
solicitation is set forth in the definitive proxy statement and the
supplement. Information concerning beneficial ownership of TPC
Group stock by its directors and certain executive officers is
included in its proxy statement relating to its 2012 annual meeting
of stockholders filed with the SEC on April 26, 2012 and subsequent
statements of changes in beneficial ownership on file with the
SEC.
Forward-Looking Statements
This communication contains forward-looking statements, which
are subject to risks, uncertainties, assumptions and other factors
that are difficult to predict and that could cause actual results
to vary materially from those expressed in or indicated by them.
Factors that could cause actual results to differ materially
include, but are not limited to (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement (as amended) among TPC Group
and investment funds sponsored by First Reserve Corporation and SK
Capital Partners; (2) the outcome of any legal proceedings that may
be instituted against TPC Group and others; (3) the inability to
complete the proposed merger due to the failure to satisfy the
conditions to the merger, including obtaining the approval of TPC
Group's stockholders and other closing conditions; (4) risks that
any proposed merger disrupts current plans and operations of TPC
Group; (5) potential difficulties in employee retention as a result
of any proposed merger; (6) the ability to recognize the benefits
of any proposed merger; (7) legislative, regulatory and economic
developments; and (8) other factors described in TPC Group's
filings with the SEC. Many of the factors that will determine the
outcome of the subject matter of this communication are beyond the
ability of TPC Group to control or predict. TPC Group can give no
assurance that the conditions to the proposed merger will be
satisfied. Except as required by law, TPC Group undertakes no
obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of
new information, future events or otherwise. TPC Group is not
responsible for updating the information contained in this
communication beyond the published date, or for changes made to
this communication by wire services or Internet service
providers.
CONTACTS: For TPC Group
Investor Relations
Miguel Desdin
Email: miguel.desdin@tpcgrp.com
Phone: 713-627-7474
or
Scott Winter / Larry Miller
Innisfree M&A Incorporated
Phone: (212) 750-5833
Media Inquiries
Meaghan Repko / James Golden
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
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