Western Refining and Northern Tier Announce Unitholder Approval and Closing of Merger
June 23 2016 - 5:00PM
Western Refining, Inc. (NYSE:WNR) and Northern Tier Energy LP
(NYSE:NTI) today announced that at the special meeting of NTI
common unitholders held on June 23, 2016, NTI unitholders voted to
approve the previously announced merger of NTI and a subsidiary of
WNR, pursuant to the Agreement and Plan of Merger dated December
21, 2015 (the “Merger Agreement”), between NTI, WNR and certain
other related parties thereto. On the same day, following the
approval of the merger by NTI common unitholders, all closing
conditions to the merger were satisfied, and the merger was
successfully completed.
Jeff Stevens, CEO of Western Refining stated,
“We are excited about the opportunities this merger provides
Western. It results in a company with three of the best
performing refineries on a gross margin per barrel basis. Our
geographic mix gives us significant diversity both in terms of
crude oil basin access and product distribution areas, and also
results in a more simplified corporate structure.”
Stevens continued, “We have demonstrated good
results from our unique refining and retail asset base at
Western. Margins in the Southwest have been strong in the
second quarter, and with the addition of the NTI refining and
retail assets, we expect to grow our profitability as the year
continues. We look forward to realizing the potential of the
merger and believe the future is very bright for Western.”
Approximately 96% of the NTI common units voted
at the special meeting of NTI unitholders voted in favor of the
approval of the Merger Agreement and the transactions contemplated
thereby, which represented approximately 55% of NTI’s total
outstanding common units as of the May 19, 2016, record date for
the special meeting. Approximately 93% of the NTI common units
voted at the special meeting of NTI unitholders voted, on an
advisory, non-binding basis, in favor of the compensation payments
that may be paid or become payable to NTI’s named executive
officers in connection with the merger, which represented
approximately 53% of NTI’s total outstanding common units as of
such record date.
Pursuant to the Merger Agreement, WNR acquired
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
(the “Cash Election”) or (iii) 0.7036 of a share of WNR common
stock (the “Stock Election”), for each NTI common unit they owned
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. Preliminary
merger consideration election results were previously disclosed by
WNR and NTI in a joint press release dated June 22, 2016. The final
allocation of merger consideration, which is currently expected to
occur on or about June 28, 2016, will be calculated in accordance
with the terms of the Merger Agreement.
Effective as of 5:00 p.m. EDT today, NTI will
cease to be a publicly traded company and its common units will no
longer be traded on the NYSE.
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, Gallup, New
Mexico and St. Paul Park, Minnesota. The retail segment includes
retail service stations, convenience stores in Arizona, Colorado,
Minnesota, New Mexico, Texas and Wisconsin.
Western Refining, Inc. owns the general partner
and approximately 61% of the limited partnership interest in
Western Refining Logistics, LP (NYSE:WNRL).
More information about Western Refining is
available at www.wnr.com.
Forward-Looking Statements
This press release includes “forward-looking”
statements by WNR. 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 current
expectations regarding future events, results or outcomes. These
forward looking statements include statements about, among other
things, the effects of the merger and the final allocation of the
merger consideration, the performance of our three refineries on a
gross margin per barrel basis or otherwise, our geographic mix and
diversity in terms of crude oil basin access and product markets,
our simplified corporate structure, strong second quarter margins
in the Southwest, our ability to realize the potential of the
merger, and WNR’s future outlook, including growth of profitability
due to the addition of NTI refining and retail assets.
Forward-looking statements are subject to a variety of risks,
uncertainties and assumptions. WNR cannot, and does 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 with the SEC, which are
available to the public. All forward-looking statements are only as
of the date made and WNR does not 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
Alpha IR Group
(651) 769-6700
nti@alpha-ir.com
Media Contact:
Gary Hanson
(602) 286-1777
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