In a release issued under the same headline earlier today by Delek
US Holdings, Inc., please note that the third paragraph of the
release, second sentence, should read "approximately 99 percent of
the votes cast," not "approximately 99 of the issued and
outstanding shares of Alon common stock beneficially owned," as
previously stated. The corrected release reads:
Delek US Holdings, Inc. (NYSE:DK) (“Delek US”)
today announced that the stockholders of Delek voted to approve all
proposals related to Delek US’ acquisition of all of the
outstanding shares of Alon USA Energy, Inc. (NYSE:ALJ) (“Alon”)
common stock, which Delek US does not already own, in an all-stock
transaction. Prior to the transaction, Delek US owned approximately
33.7 million shares, or 47 percent, of the common stock of
Alon.
At a special meeting of Delek US’ stockholders
held today in Franklin, TN, approximately 99 percent of the votes
cast by holders of Delek common stock present in person or
represented by proxy and entitled to vote supported the proposal to
issue common stock to Alon stockholders in connection with the
proposed acquisition.
As previously disclosed by Alon, at a special
meeting of Alon stockholders held on June 28, 2017 in Dallas, TX,
approximately 99 percent of Alon’s outstanding shares present in
person or represented by proxy and entitled to vote approved the
adoption of the previously disclosed merger agreement and the
transaction. In addition, approximately 99 percent of the
votes cast by the holders of Alon common stock other than Delek and
its affiliates approved the adoption of the merger agreement and
the transaction. Under terms of the agreement, the owners of
the outstanding shares in Alon (other than Delek) will receive a
fixed exchange ratio of 0.5040 Delek US shares for each share of
Alon, with cash paid in lieu of fractional shares.
Uzi Yemin, Chairman, President and Chief
Executive Officer of Delek US, stated, “We are excited by the
overwhelming approval of this transaction by both Delek US and Alon
stockholders. Through this strategic combination, we expect to
create meaningful synergies and unlock logistics value from Alon’s
assets through future potential drop downs to Delek Logistics
Partners. We expect the merger to be effective as of July 1, 2017,
and we look forward to integrating these companies and taking
advantage of additional opportunities to create value for our
shareholders.”
About Delek US Holdings,
Inc.Delek US Holdings, Inc. is a diversified downstream
energy company with assets in petroleum refining and
logistics. The refining segment consists of refineries
operated in Tyler, Texas and El Dorado, Arkansas with a combined
nameplate production capacity of 155,000 barrels per day.
Delek US Holdings, Inc. and its affiliates also own approximately
63 percent (including the 2 percent general partner interest) of
Delek Logistics Partners, LP. Delek Logistics Partners, LP
(NYSE:DKL) is a growth-oriented master limited partnership focused
on owning and operating midstream energy infrastructure
assets.
Safe Harbor Provisions Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements that are based upon current expectations
and involve a number of risks and uncertainties. Statements
concerning current estimates, expectations and projections about
future results, performance, prospects, opportunities, plans,
actions and events and other statements, concerns, or matters that
are not historical facts are “forward-looking statements,” as that
term is defined under the federal securities laws. These
forward-looking statements include, but are not limited to,
statements regarding the proposed merger with Alon, integration and
transition plans, synergies, opportunities, anticipated future
performance and financial position, and other factors.
Investors are cautioned that the following
important factors, among others, may affect these forward-looking
statements. These factors include but are not limited to: risks and
uncertainties related to the expected timing and likelihood of
completion of the proposed merger, , the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement, the risk that the parties may
not be able to satisfy the conditions to the proposed transaction
in a timely manner or at all, risks related to disruption of
management time from ongoing business operations due to the
proposed transaction, the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of Delek US' common stock or Alon's common stock, the risk
that the proposed transaction and its announcement could have an
adverse effect on the ability of Delek US and Alon to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their
operating results and businesses generally, the risk that problems
may arise in successfully integrating the businesses of the
companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the
combined company may be unable to achieve cost-cutting synergies or
it may take longer than expected to achieve those synergies,
uncertainty related to timing and amount of future share
repurchases and dividend payments, risks and uncertainties
with respect to the quantities and costs of crude oil we are able
to obtain and the price of the refined petroleum products we
ultimately sell; gains and losses from derivative instruments;
management's ability to execute its strategy of growth through
acquisitions and the transactional risks associated with
acquisitions and dispositions; acquired assets may suffer a
diminishment in fair value as a result of which we may need to
record a write-down or impairment in carrying value of the asset;
changes in the scope, costs, and/or timing of capital and
maintenance projects; operating hazards inherent in transporting,
storing and processing crude oil and intermediate and finished
petroleum products; our competitive position and the effects of
competition; the projected growth of the industries in which we
operate; general economic and business conditions affecting the
southern United States; and other risks contained in Delek US’ and
Alon’s filings with the United States Securities and Exchange
Commission.
Forward-looking statements should not be read as
a guarantee of future performance or results and will not be
accurate indications of the times at or by which such performance
or results will be achieved. Forward-looking information is
based on information available at the time and/or management's good
faith belief with respect to future events, and is subject to risks
and uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements.
Delek US undertakes no obligation to update or revise any such
forward-looking statements, except as required by applicable law or
regulation.
No Offer or Solicitation
This communication relates to a proposed
business combination between Delek US and Alon. This announcement
is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction,
Delek Holdco filed a registration statement on Form S-4 with the
SEC (Registration Statement No. 333-216298), which was declared
effective by the SEC on May 26, 2017. Delek US and Alon have filed
a joint proxy statement/prospectus and will file other relevant
documents concerning the proposed merger with the SEC. Delek US and
Alon began mailing the definitive joint proxy statement/prospectus
to their respective security holders on May 30, 2017. The
definitive joint proxy statement/prospectus, dated May 30, 2017,
contains important information about Delek US, Alon, the proposed
merger and related matters. This communication is not a substitute
for the proxy statement, registration statement, proxy
statement/prospectus or any other documents that Delek US or Alon
may file with the SEC or send to stockholders in connection with
the proposed transaction. STOCKHOLDERS OF DELEK US AND ALON ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain copies of these documents, including
the proxy statement/prospectus, and other documents filed with the
SEC (when available) free of charge at the SEC's website,
http://www.sec.gov. Copies of documents filed with the SEC by Delek
US will be made available free of charge on Delek US’ website at
http://www.delekus.com or by contacting Delek US’ Investor
Relations Department by phone at 615-435-1366.
Delek US Investor / Media Relations Contact:
Keith Johnson
Delek US Holdings, Inc.
Vice President of Investor Relations
615-435-1366
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