ARKO Corp. (Nasdaq: ARKO) (“ARKO”), a Fortune 500 company and one
of the largest convenience store operators in the United States,
today issued a letter urging Travel Centers of America’s (NASDAQ:
TA) (“TravelCenters”) Board to seriously consider ARKO’s proposal
to acquire TravelCenters and engage with, rather than exclude, ARKO
in the sale process.
Following the submission of our March, 14, 2023 proposal to
acquire TravelCenters for $92 a share and requesting access to
diligence materials, and after reviewing the publicly available
terms of the proposed transaction with BP Products North America
Inc., a wholly owned indirect subsidiary of BP p.l.c. (NYSE: bp)
(“BP”), as well as TravelCenters’ preliminary proxy statement, ARKO
believes the Board’s decision regarding ARKO’s proposal was
incorrect and not in the best interests of TravelCenters’
stockholders.
ARKO’s proposal is superior to BP’s offer of $86 a share, and
engaging with ARKO is obviously beneficial for TravelCenters’
stockholders. ARKO’s proposal represents a meaningful premium of
$6.00 per share to the value of BP’s offer, adding nearly $100
million in additional value to TravelCenters’ stockholders. The
proposal maintains the discipline that ARKO’s stockholders are
accustomed to, and that is characteristic of ARKO’s systematic
growth strategy designed to increase cash flow and
profitability.
TravelCenters’ Board should seriously consider ARKO’s strong
financial position.
ARKO is prepared to immediately commence confirmatory due
diligence and quickly enter into an Agreement and Plan of Merger
along with the other ancillary arrangements on the same material
terms as in the Merger Agreement with BP. As one of the most
acquisitive operators of convenience stores in the United States,
with 23 transactions completed since 2013 and one pending and
expected to close in the second quarter of 2023, ARKO has never
required any financing conditions and has closed every acquisition
it has put under contract. ARKO’s proposal to TravelCenters offers
no financing-related conditions.
ARKO urges TravelCenters’ Board to seriously consider ARKO’s
superior proposal to acquire TravelCenters of America. ARKO
believes it is riskless to TravelCenters’ stockholders for
TravelCenters’ Board to engage with ARKO, and that doing so could
reasonably be expected to lead to a superior proposal.
About ARKO Corp.
ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns
100% of GPM Investments, LLC and is one of the largest operators of
convenience stores and wholesalers of fuel in the United States.
Based in Richmond, VA, our highly recognizable family of community
brands offers delicious, prepared foods, beer, snacks, candy, hot
and cold beverages, and multiple popular quick serve restaurant
brands. Our high value fas REWARDS® loyalty program offers
exclusive savings on merchandise and gas. We operate in four
reportable segments: retail, which includes convenience stores
selling merchandise and fuel products to retail customers;
wholesale, which supplies fuel to independent dealers and
consignment agents; fleet fueling, which includes the operation of
proprietary and third-party cardlock locations, and issuance of
proprietary fuel cards that provide customers access to a
nationwide network of fueling sites; and GPM Petroleum, which sells
and supplies fuel to our retail and wholesale sites and charges a
fixed fee, primarily to our fleet fueling sites. To learn more
about GPM stores, visit: www.gpminvestments.com. To learn more
about ARKO, visit: www.arkocorp.com.
Forward-Looking Statements
This document includes certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may address, among other
things, the timing, scope, terms, conditions and completion of a
potential ARKO transaction to acquire certain businesses and assets
of TravelCenters, the anticipated benefits of the potential
transaction and other statements other than historical facts. These
forward-looking statements are distinguished by use of words such
as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,” “would” and
the negative of these terms, and similar references to future
periods. These statements are based on management’s current
expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these
expectations due to, among other things, changes in economic,
business and market conditions; the Company’s ability to maintain
the listing of its common stock and warrants on the Nasdaq Stock
Market; changes in its strategy, future operations, financial
position, estimated revenues and losses, projected costs, prospects
and plans; expansion plans and opportunities; changes in the
markets in which it competes; changes in applicable laws or
regulations, including those relating to environmental matters;
market conditions and global and economic factors beyond its
control, including the potential resurgence of the coronavirus
(COVID-19) pandemic; negotiations (or lack thereof) regarding the
potential transaction with TravelCenters; and the outcome of any
known or unknown litigation and regulatory proceedings. Detailed
information about these factors and additional important factors
can be found in the documents that the Company files with the
Securities and Exchange Commission, such as Form 10-K, Form 10-Q
and Form 8-K. Forward-looking statements speak only as of the date
the statements were made. The Company does not undertake an
obligation to update forward-looking information, except to the
extent required by applicable law.
Media ContactAndrew PetroMatter on behalf of
ARKO(978) 518-4531apetro@matternow.com
Investor ContactRoss ParmanARKO
Corp.investors@gpminvestments.com
Additional Important Information and Where to Find
It
This document does not constitute an offer to buy or
solicitation of an offer to sell any securities. This document
relates to a proposal which ARKO Corp. has made for a business
combination transaction with TravelCenters of America, Inc. In
furtherance of this proposal and subject to future developments,
ARKO, (and, if a negotiated transaction is agreed, TravelCenters)
intends to file relevant materials with the U.S. Securities and
Exchange Commission (“SEC”), including, if required, a proxy
statement on Schedule 14A (the “Proxy Statement”). IF
SUCH A TRANSACTION WERE TO OCCUR, ARKO STRONGLY
ADVISES ALL SHAREHOLDERS OF THE COMPANY READ THE PROXY STATEMENT
AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Any definitive Proxy Statement will be
delivered to the stockholders of TravelCenters. Investors and
security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by ARKO through the website maintained by the SEC at
http://www.sec.gov.
Participants in the Solicitation
ARKO, and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the holders of
TravelCenters common stock in respect of the proposed transaction.
Information about ARKO’s directors and executive officers is
available in ARKO’s proxy statement, dated April 27, 2022, filed
with the SEC in connection with ARKO’s 2022 annual meeting of
stockholders. Except as disclosed above, regarding the proposed
transaction, to the knowledge of ARKO, none of its directors or
executive officers has any interest, direct or indirect, by
security holdings or otherwise, in TravelCenters. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available.
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