SAN ANTONIO, TX - September
28, 2018 - Andeavor (NYSE: ANDV) announced today the preliminary
results of the stockholder election consideration related to the
previously announced acquisition by Marathon Petroleum Corporation
("Marathon") (NYSE: MPC). On April 29, 2018, Andeavor, Marathon,
Mahi Inc. and Andeavor LLC (f/k/a Mahi LLC) entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing for
the acquisition of Andeavor by Marathon through a merger of Mahi
Inc. with and into Andeavor, with Andeavor surviving the merger as
a wholly owned subsidiary of Marathon and the subsequent merger of
Andeavor with and into Andeavor LLC (the mergers together, the
"Merger"), with Andeavor LLC surviving the merger as a wholly owned
subsidiary of Marathon.
As previously announced, under the terms of the
Merger Agreement, subject to the proration, allocation and other
limitations set forth in the Merger Agreement and the election
materials separately provided to the applicable stockholders,
stockholders of Andeavor had the option to elect to receive
(subject to completion of the Merger), for each share of Andeavor
common stock held by them of record as of immediately prior to the
effective time of the Merger (except for excluded shares as more
particularly set forth in the Merger Agreement):
-
1.87 shares of Marathon common stock, including
cash in lieu of any fractional share of Marathon common stock (the
"Stock Consideration"); or
-
$152.27 in cash (the "Cash
Consideration").
The election deadline for the foregoing election
expired at 5:00 PM, Eastern Time, on September 27, 2018.
Today, Andeavor announced that, based on preliminary information
received from the exchange agent for the Merger, (i) election forms
were received with respect to approximately 104,722,352 shares of
Andeavor common stock in the aggregate and (ii) the cash
election option was selected with respect to approximately
4,257,779 shares of Andeavor common stock, which is less than the
Cash Election Number in the Merger Agreement, in each case,
assuming that notices of guaranteed delivery are properly delivered
pursuant to the terms of such notices of guaranteed delivery.
Because the Cash Consideration option was
undersubscribed, the consideration to be received by the holders
who validly elected the Stock Consideration will be prorated
pursuant to the terms set forth in the Merger Agreement. Based on
the preliminary prorationing and assuming (i) the Merger is
completed on October 1, 2018, as currently expected, and (ii) all
shares of Andeavor common stock subject to notices of guaranteed
delivery are properly delivered pursuant to the terms of such
notices of guaranteed delivery:
-
Stockholders of record of Andeavor who validly
elected to receive the Stock Consideration and those that failed to
make a valid election prior to the election deadline will,
following the Merger and subject to rounding, each receive the
Stock Consideration for approximately 87.32% of the shares of
Andeavor common stock in respect of which they had validly made
elections for the Stock Consideration, or failed to make a valid
election prior to the election deadline, and the Cash Consideration
with respect to each remaining share of Andeavor common stock held
by them of record as of immediately prior to the effective time of
the Merger (except for excluded shares of Andeavor common stock as
more particularly described in the Merger Agreement).
-
Stockholders of record of Andeavor who validly
elected to receive the Cash Consideration will, following the
Merger, each receive the Cash Consideration for each share of
Andeavor common stock held by them of record as of immediately
prior to the effective time of the Merger (except for excluded
shares as more particularly described in the Merger
Agreement).
Following and subject to the completion of the
Merger, the Andeavor stockholders will receive in the aggregate
approximately 240 million shares of Marathon common stock (which
excludes shares to be issued under certain Andeavor equity awards
that vest as a result of the Merger) and approximately $3.5 billion
in cash. The final prorationing and the final calculation of the
number of shares of Marathon common stock issued and the final cash
consideration paid in connection with the merger will be made
post-closing after the expiration of the notice of guaranteed
delivery period applicable to the cash/stock election.
The expected issuance of shares of Marathon common
stock in connection with the Merger was registered under the
Securities Act of 1933 pursuant to Marathon's registration
statement on Form S-4 (File No. 333-225244), declared effective by
the Securities and Exchange Commission (the "SEC") on August 3,
2018. The joint proxy statement/prospectus (the "Joint Proxy
Statement/Prospectus") included in the registration statement
contains additional information about the Merger and incorporates
by reference additional information about the Merger from Current
Reports on Form 8-K filed by Marathon and Andeavor.
About Andeavor
Andeavor is a premier, highly integrated marketing, logistics and
refining company. Andeavor's retail-marketing system includes
approximately 3,330 stations marketed under multiple well-known
fuel brands, including ARCO®, SUPERAMERICA®, Shell®, Exxon(TM),
Mobil(TM), Tesoro®, USA Gasoline(TM) and Giant®. It also has
ownership in Andeavor Logistics LP (NYSE: ANDX) and its
non-economic general partner. Andeavor operates 10 refineries with
a combined capacity of approximately 1.2 million barrels per day in
the mid-continent and western United States.
Forward Looking
Statements
This communication contains forward-looking
statements within the meaning of federal securities laws regarding
Andeavor ("ANDV"). These forward-looking statements relate to,
among other things, the proposed transaction between ANDV and
Marathon Petroleum Corporation ("MPC") and include expectations,
estimates and projections concerning the business and operations,
strategic initiatives and value creation plans of ANDV and Andeavor
Logistics ("ANDX"). In accordance with "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, these
statements are accompanied by cautionary language identifying
important factors, though not necessarily all such factors, that
could cause future outcomes to differ materially from those set
forth in the forward-looking statements. You can identify
forward-looking statements by words such as "anticipate,"
"believe," "could," "design," "estimate," "expect," "forecast,"
"goal," "guidance," "imply," "intend," "may," "objective,"
"opportunity," "outlook," "plan," "position," "potential,"
"predict," "project," "prospective," "pursue," "seek," "should,"
"strategy," "target," "would," "will" or other similar expressions
that convey the uncertainty of future events or outcomes. Such
forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of
which are beyond the companies' control and are difficult to
predict. Factors that could cause ANDV's actual results to differ
materially from those implied in the forward-looking statements
include: the ability to complete the proposed transaction between
ANDV and MPC and on anticipated terms and timetable; the ability to
satisfy various conditions to the closing of the transaction
contemplated by the merger agreement; the ability to obtain
regulatory approvals of the proposed transaction on the proposed
terms and schedule, and any conditions imposed on the combined
entities in connection with consummation of the proposed
transaction; the risk that the cost savings and any other synergies
from the proposed transaction may not be fully realized or may take
longer to realize than expected; disruption from the proposed
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; risks relating to any unforeseen
liabilities of ANDV; future levels of revenues, refining and
marketing margins, operating costs, retail gasoline and distillate
margins, merchandise margins, income from operations, net income or
earnings per share; the regional, national and worldwide
availability and pricing of refined products, crude oil, natural
gas, NGLs and other feedstocks; consumer demand for refined
products; our ability to manage disruptions in credit markets or
changes to our credit rating; future levels of capital,
environmental or maintenance expenditures, general and
administrative and other expenses; the success or timing of
completion of ongoing or anticipated capital or maintenance
projects; the reliability of processing units and other equipment;
business strategies, growth opportunities and expected investment;
MPC's share repurchase authorizations, including the timing and
amounts of any common stock repurchases; the adequacy of our
capital resources and liquidity, including but not limited to,
availability of sufficient cash flow to execute our business plan
and to effect any share repurchases, including within the expected
timeframe; the effect of restructuring or reorganization of
business components; the potential effects of judicial or other
proceedings on our business, financial condition, results of
operations and cash flows; continued or further volatility in
and/or degradation of general economic, market, industry or
business conditions; compliance with federal and state
environmental, economic, health and safety, energy and other
policies and regulations, including the cost of compliance with the
Renewable Fuel Standard, and/or enforcement actions initiated
thereunder; the anticipated effects of actions of third parties
such as competitors, activist investors or federal, foreign, state
or local regulatory authorities or plaintiffs in litigation; the
impact of adverse market conditions or other similar risks to those
identified herein affecting MPLX LP and ANDX; and the factors set
forth under the heading "Risk Factors" in ANDV's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 and in the Form
S-4 filed by MPC, filed with Securities and Exchange Commission
(SEC). We have based our forward-looking statements on our current
expectations, estimates and projections about our industry. We
caution that these statements are not guarantees of future
performance and you should not rely unduly on them, as they involve
risks, uncertainties, and assumptions that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.
While our management considers these assumptions to be reasonable,
they are inherently subject to significant business, economic,
competitive, regulatory and other risks, contingencies and
uncertainties, most of which are difficult to predict and many of
which are beyond our control. Accordingly, our actual results may
differ materially from the future performance that we have
expressed or forecast in our forward-looking statements. We
undertake no obligation to update any forward-looking statements
except to the extent required by applicable law.
Contacts:
Investor Relations: Brad Troutman (210)
626-4757
Media: media@andeavor.com (210) 626-7702
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Andeavor via Globenewswire
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