SUGAR LAND, Texas, Jan. 13, 2012 /PRNewswire/ -- CVR Energy, Inc.
(NYSE: CVI) announced today that its Board of Directors has adopted
a Stockholder Rights Plan (the "Rights Plan") with a 15 percent
threshold and declared, in conjunction with that plan, a dividend
of one preferred stock purchase right for each current share of the
company's outstanding common stock, which will be distributed to
stockholders of record on Jan. 23,
2012. Stockholders with existing positions above 15 percent
will be grandfathered as discussed below.
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http://photos.prnewswire.com/prnh/20071203/CVRLOGO)
The Rights Plan is intended to ensure that all stockholders
receive fair and equal treatment and maintain the ability to
realize the long-term value of their investment in the company. The
Rights Plan will also simultaneously protect against inadequate or
coercive takeover attempts, or other tactics that might be used to
gain control of the company without negotiating with the Board of
Directors or paying all stockholders a fair price for their shares.
The Rights Plan is not designed to prevent a takeover or an offer
to acquire the company, but rather to allow the Board of Directors
adequate time to consider any and all alternatives that are
presented.
The rights initially will trade with the company's common
shares, and will only become exercisable if a person or group
acquires beneficial ownership in the company of 15 percent or more
of its common stock in a transaction not approved by CVR Energy's
Board of Directors. Any person or group holding existing
positions of 15 percent or more at the time of the announcement of
the Rights Plan will be grandfathered and exempt from the Rights
Plan. However, any additional acquisitions of common shares (other
than pursuant to a dividend or distribution paid or made by the
company or pursuant to a stock split or reclassification) by such
person or group will cause the rights to become exercisable.
Under the Rights Plan, certain synthetic interests in the company's
common shares created by derivative positions — whether or not such
interests are considered to be beneficial ownership of shares of
common stock or are reportable for purposes of Regulation 13D of
the Securities Exchange Act — are treated as beneficial ownership
of the number of shares of the company's common stock equivalent to
the economic exposure created by the derivative position.
If the rights become exercisable, all rights holders (other than
the person or group triggering the rights) will be entitled to
purchase the company's common stock at a discount. Rights held by
the person or group triggering the rights will become void and will
not be exercisable.
The Rights Plan will expire on Dec. 31,
2012, and may be redeemed at any time by the Board of
Directors prior to that date. The distribution of the rights is not
taxable to stockholders. Additional details on the Rights Plan will
be contained in a Form 8-K to be filed with the U.S. Securities and
Exchange Commission.
About CVR Energy, Inc.
Headquartered in Sugar Land,
Texas, CVR Energy, Inc.'s subsidiary and affiliated
businesses operate independent refining assets in Coffeyville, Kan. and Wynnewood, Okla. with more than 185,000
barrels per day of processing capacity, a marketing network for
supplying high value transportation fuels to customers through
tanker trucks and pipeline terminals, and a crude oil gathering
system serving central Kansas,
Oklahoma, western Missouri and southwest Nebraska. In
addition, CVR Energy subsidiaries own a majority interest in and
serve as the general partner of CVR Partners, LP, a producer of
ammonia and urea ammonium nitrate, or UAN, fertilizers.
For
further information, please contact:
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Investor Relations:
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Media
Relations:
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Ed
Morgan
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Angie
Dasbach
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CVR
Energy, Inc.
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CVR
Energy, Inc.
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281-207-3388
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913-982-0482
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Or
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MediaRelations@CVREnergy.com
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Jay
Finks
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Or
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CVR
Energy, Inc.
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Tom
Johnson
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281-207-3588
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Abernathy
MacGregor Group
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InvestorRelations@CVREnergy.com
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212-371-5999
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SOURCE CVR Energy, Inc.