DALLAS, Oct. 17, 2016 /PRNewswire/ -- Alon
USA Energy, Inc. (the "Company" or
"Alon") (NYSE: ALJ) today announced that it received an offer from
Delek US Holdings, Inc. ("Delek") (NYSE: DK) to acquire all of the
Company's outstanding shares of common stock not already owned by
Delek in an all-stock transaction at a fixed exchange ratio of 0.44
shares of Delek common stock for each outstanding share of the
common stock of Alon. The proposal was submitted to a
committee (the "Special Committee") of members of the board of
directors of Alon. As previously disclosed, the Special
Committee has reviewed a number of strategic alternatives,
including a potential business combination with Delek. The
Special Committee is comprised of directors independent of
Delek.
The Special Committee intends to consider Delek's proposal and
determine how to respond. The Special Committee does not
intend to disclose or comment further on its analysis or any
developments until it determines that such disclosure or comment is
appropriate or necessary.
The Special Committee has retained J.P. Morgan as its financial
advisor and Gibson Dunn & Crutcher LLP as its legal advisor to
assist with its assessment of alternatives.
Any transaction will be subject to the negotiation and execution
of a definitive agreement and approval of such definitive agreement
and the transactions contemplated thereunder by the board of
directors of Delek and the Special Committee, as well as Alon's
stockholders other than Delek. There can be no assurance that
a definitive agreement will be executed or that any transaction
will be approved or consummated.
This communication does not constitute an offer to sell any
securities. Any such offer will be made only by means of a
prospectus, and only if and when a definitive agreement has been
entered into by Delek and Alon, pursuant to a registration
statement filed with the Securities and Exchange Commission (the
"SEC").
If Alon and Delek execute a definitive agreement, one or more
registration statements, proxy statements, tender offer statements
or other filings may be filed with the SEC. If and when
applicable, investors and security holders are urged to carefully
read the documents filed with the SEC regarding the proposed
transaction when they become available, because they will contain
important information about Delek, Alon and the proposed
transaction. If and when applicable, investors and security holders
may obtain a free copy of the proxy statement / prospectus and
other documents containing information about Delek and Alon,
without charge, at the SEC's website at www.sec.gov.
Delek, Alon and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Alon's stockholders in connection with
the proposed transaction. Information about the directors and
executive officers of Delek is set forth in its proxy statement for
its 2016 annual meeting of stockholders, which was filed with the
SEC on April 9, 2016. Information
about the directors and executive officers of Alon is set forth in
Alon's proxy statement for its 2016 annual meeting of stockholders,
which was filed with the SEC on April 1,
2016. These documents can be obtained without charge at the
SEC's website indicated above. Additional information regarding the
interests of these participants may be obtained by reading the
proxy statement / prospectus regarding the proposed transaction
when it becomes available.
About Alon USA Energy,
Inc.
Alon 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, 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 project in California, with a throughput capacity of
2,500 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.
Forward Looking Statements
This release contains certain "forward-looking statements" which
reflect the Company's views and assumptions on the date of this
Current Report on Form 8-K regarding future events, results or
outcomes. These forward-looking statements include statements
about, among other things, the transactions described in Delek's
proposal. These statements involve known and unknown risks,
uncertainties and other factors, many of which may be beyond the
Company's control, including the risk that the proposed transaction
is not consummated at all or on the initial terms proposed or any
other terms, that may cause actual results to differ materially
from any future events, results, performance or achievements
expressed or implied by the forward-looking statements. All
forward-looking statements speak only as of the date hereof. The
Company undertakes no obligation to update or revise publicly any
such forward-looking statements. The Company cautions you not to
place undue reliance on these forward-looking statements. Please
refer to the Company's filings with the SEC for more detailed
information regarding these risks, uncertainties and
assumptions.
Contacts:
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Stacey
Morris
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Investor Relations
Manager
|
|
Alon USA Energy,
Inc.
|
|
972-367-3808
|
|
|
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Investors: Jack
Lascar
|
|
Dennard ▪ Lascar
Associates,
LLC
|
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713-529-6600
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Media: Blake
Lewis
|
|
Lewis Public
Relations
|
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214-635-3020
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SOURCE Alon USA Energy,
Inc.