Delek US Holdings, Inc. (NYSE:DK) (“Delek US”) and Alon USA Energy,
Inc. (NYSE:ALJ) (“Alon”) today announced that, in connection with
the proposed merger transaction between the two companies, the
registration statement on Form S-4 has been declared effective by
the Securities and Exchange Commission (“SEC”) and that each of
Alon and Delek US has filed a definitive proxy statement with the
SEC for the special meeting of their respective stockholders to
vote on the previously announced merger transactions.
The special meeting of Delek US stockholders
will be held on June 29, 2017, at 8:30 a.m. CT, at Franklin
Marriott Cool Springs, Arabian Room, 700 Cool Springs Boulevard,
Franklin, TN 37067. All Delek US common stockholders of record as
of the close of business on May 26, 2017, which is the record date
for the special meeting, will be entitled to vote their common
shares at the special meeting.
The special meeting of Alon’s stockholders will
be held on June 28, 2017, at 3:00 p.m. CT, at 12712 Park Central
Drive, Conference Room 1, Dallas, Texas 75251. All Alon common
stockholders of record as of the close of business on May 26, 2017,
which is the record date for the special meeting, will be entitled
to vote their common shares at the special meeting.
Delek US currently owns approximately 33.7
million shares of common stock of Alon, or approximately 47 percent
of Alon’s shares outstanding. Under terms of the agreement, the
owners of the remaining outstanding shares in Alon that Delek US
does not currently own 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.
This transaction was unanimously approved by the
Special Committee of Alon’s board of directors and by the board of
directors of Delek US. Additionally, the board of directors of Alon
approved the transaction, excluding Delek employed directors which
abstained from voting on this matter. The transaction is
expected to close on July 1, 2017, subject to certain closing
conditions under the terms of the merger agreement, including
receipt of the required approval of Delek US and Alon
stockholders.
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. Delek US Holdings, Inc. currently owns approximately
47 percent of the outstanding common stock of Alon USA Energy,
Inc.
About Alon USAAlon USA Energy,
Inc., headquartered in Dallas, Texas, is an independent refiner and
marketer of petroleum products, operating primarily in the South
Central, Southwestern and Western regions of the United States.
Alon owns 100% of the general partner and 81.6% of the limited
partner interests in Alon USA Partners, LP (NYSE:ALDW), which owns
a crude oil refinery in Big Spring, Texas, with a crude oil
throughput capacity of 73,000 barrels per day and an integrated
wholesale marketing business. In addition, Alon directly owns a
crude oil refinery in Krotz Springs, Louisiana, with a crude oil
throughput capacity of 74,000 barrels per day. Alon also owns crude
oil refineries in California, which have not processed crude oil
since 2012. Alon owns a majority interest in a renewable fuels
facility in California, with a throughput capacity of 3,000 barrels
per day. Alon is a leading marketer of asphalt, which it
distributes primarily through asphalt terminals located
predominately in the Southwestern and Western United States. Alon
is the largest 7-Eleven licensee in the United States and operates
approximately 300 convenience stores which also market motor fuels
in Central and West Texas and New Mexico.
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, including the timing, receipt
and terms and conditions of any required governmental and
regulatory approvals of the proposed merger that could reduce
anticipated benefits or cause the parties to abandon the
transaction, the ability to successfully integrate the businesses,
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, the
possibility that stockholders of Delek US may not approve the
issuance of new shares of common stock in the merger or that
stockholders of Alon may not approve 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 and Alon undertake no obligation to update or revise any
such forward-looking statements, except as required by applicable
law or regulation.
No Offer or SolicitationThis
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
ItThis communication may be deemed to be solicitation
material in respect of the proposed transaction between Delek US
and Alon. 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. The definitive proxy
statement(s) (when available) will be mailed to stockholders of
Delek US and/or Alon, as applicable. 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. Copies of documents
filed with the SEC by Alon will be made available free of charge on
Alon's website at http://www.alonusa.com or by contacting
Alon's Investor Relations Department by phone at 972-367-3808.
Participants in the SolicitationDelek US and
its directors and executive officers, and Alon and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Delek US common stock
and Alon common stock in respect of the proposed transaction.
Information about the directors and executive officers of Delek US
is set forth in the proxy statement for Delek US’ 2017 Annual
Meeting of Stockholders, which was filed with the SEC on April 6,
2017, and in the other documents filed after the date thereof by
Delek US with the SEC. Information about the directors and
executive officers of Alon is set forth in the Annual Report on
Form 10-K/A, which was filed with the SEC on May 1, 2017, and in
the other documents filed after the date thereof by Alon with the
SEC. Investors may obtain additional information regarding the
interests of such participants by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Delek US Investor / Media Relations Contact:
Keith Johnson
Delek US Holdings, Inc.
Vice President of Investor Relations
615-435-1366
Alon USA Investor/Media Relations Contacts:
Stacey Morris, Investor Relations Manager
Alon USA Energy, Inc.
972-367-3808
Investors: Jack Lascar
Dennard § Lascar Associates, LLC
713-529-6600
Media: Blake Lewis
Three Box Strategic Communications
214-635-3020
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