FINDLAY, Ohio, Sept. 24, 2018 /PRNewswire/ -- At special
meetings today, shareholders of both Marathon Petroleum Corp.
(NYSE: MPC) and Andeavor (NYSE: ANDV) voted to approve the
strategic combination of MPC and Andeavor. MPC shareholders
approved the issuance of shares of MPC common stock and Andeavor
shareholders approved the adoption of the previously announced
agreement and plan of merger.
MPC's proposal to issue shares in connection with the
transaction was supported by approximately 98 percent of votes
cast, representing approximately 73 percent of MPC's outstanding
shares. Andeavor's proposal to approve the transaction was
supported by approximately 99 percent of votes cast, representing
approximately 74 percent of Andeavor's outstanding shares.
"We are pleased that the shareholders of both companies voted
overwhelmingly in support of this transaction," said MPC Chairman
and Chief Executive Officer Gary R.
Heminger. "As we look forward, we remain focused on the
tremendous potential this combination will bring our shareholders
and are excited to begin executing our strategy to transform our
company and realize our expected synergies."
Also at the MPC special meeting, MPC's proposal to increase the
size of its board of directors by two members was not approved.
MPC and Andeavor expect the closing of the transaction to occur
on Oct. 1, 2018, subject to customary
closing conditions.
About Marathon Petroleum Corporation
MPC is the
nation's second-largest refiner, with a crude oil refining capacity
of approximately 1.9 million barrels per calendar day in its
six-refinery system. Marathon brand gasoline is sold through
approximately 5,600 independently owned retail outlets across 20
states and the District of
Columbia. In addition, Speedway LLC, an MPC subsidiary, owns
and operates the nation's second-largest convenience store chain,
with approximately 2,740 convenience stores in 22 states. MPC owns,
leases or has ownership interests in approximately 10,800 miles of
crude oil and light product pipelines. Through subsidiaries, MPC
owns the general partner of MPLX LP ("MPLX"), a midstream master
limited partnership. Through MPLX, MPC has ownership interests in
gathering and processing facilities with approximately 5.9 billion
cubic feet per day of gathering capacity, 8.7 billion cubic feet
per day of natural gas processing capacity and 610,000 barrels per
day of fractionation capacity. MPC's fully integrated system
provides operational flexibility to move crude oil, natural gas
liquids, feedstocks and petroleum-related products efficiently
through the company's distribution network and midstream service
businesses in the Midwest, Northeast, East Coast, Southeast and
Gulf Coast regions.
Investor Relations Contact
Kristina Kazarian (419) 421-2071
Media Contact:
Chuck
Rice (419) 421-2521
Forward-looking Statements
This communication
contains forward-looking statements within the meaning of federal
securities laws regarding Marathon Petroleum
Corporation ("MPC"). These forward-looking statements relate
to, among other things, the proposed transaction between MPC
and Andeavor ("ANDV") and include expectations, estimates
and projections concerning the business and operations, strategic
initiatives and value creation plans of MPC. 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 company's control and are difficult to
predict. Factors that could cause MPC's actual results to differ
materially from those implied in the forward-looking statements
include: the ability to complete the proposed transaction between
MPC and ANDV on anticipated terms and timetable; the ability to
satisfy 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 entity 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; and the factors set forth
under the heading "Risk Factors" in MPC'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. Investors and
security holders are able to obtain the documents free of charge at
the SEC's website, www.sec.gov, from MPC at its
website, www.marathonpetroleum.com, or by contacting
MPC's Investor Relations at 419.421.2414
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SOURCE Marathon Petroleum Corporation