Western Refining, Inc. (NYSE:WNR) and Northern Tier Energy LP
(NYSE:NTI) today announced the preliminary results of the elections
made by NTI common unitholders regarding their preference as to the
form of merger consideration to be received in WNR’s pending
acquisition of NTI. The merger is expected to close following the
special meeting of NTI unitholders to be held on June 23, 2016,
assuming receipt of NTI unitholder approval.
As previously announced, WNR entered into an
Agreement and Plan of Merger dated December 21, 2015 (the “Merger
Agreement”) with NTI and certain other related parties thereto,
pursuant to which WNR would acquire all of NTI’s outstanding common
units not already owned by WNR and its subsidiaries. Under the
terms of the Merger Agreement, NTI unitholders were entitled to
elect to receive: (i) $15.00 in cash without interest and
0.2986 of a share of WNR common stock (the “Mixed Election”),
(ii) $26.06 in cash without interest (a “Cash Election”) or
(iii) 0.7036 of a share of WNR common stock (a “Stock
Election”), for each NTI common unit they own immediately prior to
the merger. The election is subject to proration to ensure that the
aggregate cash paid and WNR common stock issued in the merger will
equal the total amount of cash and number of shares of WNR common
stock that would have been paid and delivered if all NTI
unitholders received $15.00 in cash and 0.2986 of a share of WNR
common stock per NTI common unit. The deadline for making this
election was 5:00 p.m. Eastern Time on June 21, 2016 (the “Election
Deadline”).
Based on available information as of the
Election Deadline, the preliminary merger consideration election
results are as follows:
- Holders of approximately 5.6% of the outstanding NTI common
units (excluding common units owned by WNR or any of its
subsidiaries) made a Mixed Election;
- Holders of approximately 71.6% of the outstanding NTI common
units (excluding common units owned by WNR or any of its
subsidiaries) made a Cash Election;
- Holders of approximately 1.7% of the outstanding NTI common
units (excluding common units owned by WNR or any of its
subsidiaries) made a Stock Election; and
- Holders of approximately 21.1% of the outstanding NTI common
units (excluding common units owned by WNR or any of its
subsidiaries) failed to make a valid election prior to the Election
Deadline and, therefore, are deemed to have made the Mixed
Election.
Elections made by NTI unitholders pursuant to
the notice of guaranteed delivery procedure require the delivery of
units to American Stock Transfer & Trust Company, LLC, the
exchange agent for the merger, by 5:00 p.m. Eastern Time on June
24, 2016. If the exchange agent does not receive the required unit
certificates or book-entry transfer of units by the guaranteed
delivery deadline, the NTI common units subject to such elections
will be treated as units deemed to have made the Mixed
Election.
After the final results of the merger
consideration election process are determined, the final allocation
of merger consideration will be calculated in accordance with the
terms of the Merger Agreement. The allocation is currently expected
to occur on or about June 28, 2016.
About Western Refining
Western Refining, Inc. is an independent
refining and marketing company headquartered in El Paso, Texas. The
refining segment operates refineries in El Paso, Texas and Gallup,
New Mexico. The retail segment includes retail service stations,
convenience stores, and unmanned fleet fueling locations in
Arizona, Colorado, New Mexico, and Texas.
Western Refining, Inc. owns the general partner
and approximately 60.8% of the limited partnership interest in
Western Refining Logistics, LP (NYSE:WNRL) and the general partner
and approximately 38.2% of the limited partnership interest in
Northern Tier Energy LP.
More information about Western Refining is
available at www.wnr.com.
About Northern Tier
Northern Tier Energy LP is an independent
downstream energy company with refining, retail and logistics
operations that serves the PADD II region of the United States.
Northern Tier operates a 97,800 barrels per stream day refinery
located in St. Paul Park, Minnesota. Northern Tier also operates
approximately 169 convenience stores and supports approximately 114
franchised convenience stores, primarily in Minnesota and
Wisconsin, under the SuperAmerica trademark, and owns a bakery and
commissary under the SuperMom's brand. Northern Tier is
headquartered in Tempe, Arizona.
More information about Northern Tier is
available at www.northerntier.com.
Important Notice to
Investors
This press release may be deemed to be
solicitation material in respect of the proposed merger of NTI and
a subsidiary of WNR. In connection with the proposed merger, WNR
filed with the SEC a Registration Statement on Form S-4 that
includes a proxy statement of NTI that also constitutes a
prospectus of WNR. The Registration Statement was declared
effective by the SEC on May 23, 2016. NTI commenced mailing to
its security holders a definitive proxy statement on or about
May 23, 2016. WNR and NTI also plan to file other documents
with the SEC regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT
HAVE BEEN FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS. Investors and security holders may obtain
free copies of the proxy statement/prospectus and other documents
containing important information about WNR and NTI once such
documents are filed with the SEC through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed with the SEC
by WNR will be available free of charge on WNR’s website at
www.wnr.com under the “Investor Relations” section or by
contacting WNR’s Investor Relations Department at
(602) 286-1530. Copies of the documents filed with the SEC by
NTI will be available free of charge on NTI’s website at
www.northerntier.com under the “Investors” section or by
contacting NTI’s Investor Relations Department at
(602) 302-5450.
This communication shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. 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.
Participants in Solicitation Relating to
the Merger
WNR, NTI and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the common unitholders of NTI
in connection with the proposed merger. Information about the
directors and executive officers of WNR is set forth in the Proxy
Statement on Schedule 14A for WNR’s 2016 annual meeting of
shareholders, which was filed with the SEC on April 22, 2016.
Information about the directors and executive officers of the
general partner of NTI is set forth in the 2015 Annual Report on
Form 10-K for NTI, which was filed with the SEC on
February 26, 2016. These documents can be obtained free of
charge from the sources indicated above. Other 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/prospectus and other relevant materials to be filed with
the SEC when they become available.
Forward-Looking Statements
This press release includes “forward-looking”
statements by WNR and NTI. Forward-looking statements are
identified as any statement that does not relate strictly to
historical or current facts. The forward-looking statements reflect
WNR’s and/or NTI’s current expectations regarding future events,
results or outcomes. These forward-looking statements include
statements about, among other things, the Merger Agreement and
proposed transactions relating thereto, the anticipated closing of
the merger and the final allocation of the merger consideration.
Forward-looking statements are subject to a variety of risks,
uncertainties and assumptions. These risks and uncertainties
include the risk that the merger is not consummated at all,
including due to the inability of WNR or NTI to obtain all
approvals necessary or the failure of other closing conditions. WNR
and NTI cannot, and do not, give any assurance that expectations
about future events will prove to be correct. These and other risks
and uncertainties are discussed in more detail in filings made by
WNR and NTI with the SEC, which are available to the public. All
forward-looking statements are only as of the date made and neither
WNR nor NTI undertake (and expressly disclaims) any obligation to
update publicly or to revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
WNR Investor and Analyst
Contact:
Jeffrey S.
Beyersdorfer
(602)
286-1530
Michelle
Clemente
(602)
286-1533
NTI Investor and Analyst Contact:Paul
Anderson(651)-458-6494
Alpha IR
Group(651)-769-6700nti@alpha-ir.com
Media Contact:Gary Hanson(602)
286-1777
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