SUGAR LAND, Texas, April 23, 2012 /PRNewswire/ -- CVR Energy, Inc.
(NYSE: CVI), a refiner and marketer of petroleum fuels and a
majority owner of CVR Partners, LP (NYSE:UAN), a nitrogen
fertilizer producer, today announced that it has filed an amendment
to its Solicitation/Recommendation Statement on Schedule 14D-9 with
the United States Securities and Exchange Commission reflecting the
Transaction Agreement that the company recently entered into with
Carl C. Icahn and certain affiliated
entities, and the amendments to Mr. Icahn's tender offer made
pursuant to such agreement. The amendment to the Schedule
14D-9 also contains certain financial and business information
concerning the company. CVR Energy urges all
stockholders to carefully review the amendment that can be found at
CVR Energy's website, under the Investor Relations section, as well
as on the SEC's website www.sec.gov.
Forward Looking Statements
This new release may contain forward-looking statements. You
can generally identify forward-looking statements by our use of
forward-looking terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "explore," "evaluate,"
"intend," "may," "might," "plan," "potential," "predict," "seek,"
"should," or "will," or the negative thereof or other variations
thereon or comparable terminology. These forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which are beyond our control.
These risks and uncertainties may include, but are not limited to,
(1) the failure of the tender offer described in this news release
to be consummated in accordance with its terms, (2) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the transaction agreement described in this news
release, (3) the failure of Mr. Icahn and his affiliates to comply
with his obligations under the transaction agreement or the tender
offer, (4) the outcome of any legal proceedings that may be
instituted against one or both of Mr. Icahn and his affiliates or
the Company in connection with the transaction agreement or the
offer, (5) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the offer, and (6) the risk factors and
other disclosures included in our Annual Report on Form 10-K for
the year ended Dec. 31, 2011, and any
subsequently filed quarterly reports on Form 10-Q. These
risks may cause our actual results, performance or achievements to
differ materially from any future results, performance or
achievements expressed or implied by these forward-looking
statements. Given these risks and uncertainties, you are
cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included in this
news release are made only as of the date hereof.
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 Kansas,
Oklahoma, western Missouri, southwestern Nebraska and Texas. 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.
Important Additional Information
In response to the tender offer (as amended) commenced by the
offeror parties, the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the Securities and Exchange
Commission and certain amendments thereto. CVR ENERGY
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (AS
AMENDED), BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders
may obtain a free copy of the Solicitation/Recommendation Statement
on Schedule 14D-9 (as amended), as well as any other documents
filed by the Company, for no charge at the SEC's website at
www.sec.gov. Copies will also be available at no charge in the
"Investor Relations" section of the Company's website at
www.cvrenergy.com or by writing to CVR Energy at 2277 Plaza Drive,
Suite 500, Sugar Land, Texas,
77479, Attn: Senior Vice President, General Counsel and
Secretary.
In addition, the Company may file a definitive proxy statement
with the SEC for the 2012 annual meeting of stockholders.
Such definitive proxy statement will be mailed to stockholders of
CVR Energy. CVR ENERGY STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain
free copies of these documents (when available) and other documents
filed with the SEC by the Company through the web site maintained
by the SEC at www.sec.gov and in the "Investor Relations" section
of the Company's website at www.cvrenergy.com. However, if
the short-form merger described in this press is consummated, the
2012 Annual Meeting will not take place.
SOURCE CVR Energy, Inc.