Frontier Oil Announces Shareholder Approval of Merger with Holly Corporation
June 28 2011 - 5:30PM
Business Wire
June 28, 2011 – Frontier Oil Corporation (NYSE: FTO)
(“Frontier”) today announced that, at a special meeting of Frontier
shareholders held today in Houston, Frontier shareholders voted to
approve the merger agreement with Holly Corporation (NYSE: HOC)
(“Holly”), which provides for the merger of Frontier into a
subsidiary of Holly. The merger agreement was approved by 99% of
the total votes cast by Frontier shareholders at the meeting. Upon
consummation of the transaction, Holly will change its name to
HollyFrontier Corporation.
Mike Jennings, Frontier's Chairman, President and Chief
Executive Officer, said, “We are pleased that our shareholders
overwhelmingly supported our merger with Holly. This combination
will deliver value for the shareholders of both companies through
an expanded asset footprint, reduced costs, increased operational
efficiencies and a strong balance sheet. I want to thank our
shareholders, customers and dedicated employees for their support
throughout this process and look forward to moving forward as an
even stronger combined entity.”
HollyFrontier Corporation, which will have a refining capacity
in excess of 440,000 barrels-per-day (bpd) across five refineries,
will serve the niche mid-continent, Rocky Mountain and southwestern
refining markets and will have access to growing regional domestic
and Canadian crude oil supplies.
As previously announced, the Boards of Directors of both
Frontier and Holly unanimously approved a definitive merger
agreement under which the companies will combine in an all-stock
merger of equals transaction. In accordance with the terms of the
merger agreement, Frontier shareholders will receive 0.4811 Holly
shares for each share of Frontier common stock that they own at
closing. The transaction is anticipated to be consummated on July
1, 2011, and the combined entity will trade under the symbol
HFC.
About Frontier
Frontier Oil Corporation operates a 135,000 bpd refinery located
in El Dorado, Kansas, and a 52,000 bpd refinery located in
Cheyenne, Wyoming, and markets its refined products principally
along the eastern slope of the Rocky Mountains and in other
neighboring plains states. Information about the Company may be
found on its website www.frontieroil.com.
Important Information for Investors and Shareholders
In connection with the proposed merger of equals transaction
between Holly and Frontier, Holly has filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
that includes a joint proxy statement of Holly and Frontier and
constitutes a prospectus of Holly, which the SEC has declared
effective. Holly and Frontier may also file other documents with
the SEC concerning the proposed merger. INVESTORS AND SECURITY
HOLDERS OF HOLLY AND FRONTIER ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus and other
documents containing important information about Holly and Frontier
through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with
the SEC by Holly are available free of charge on Holly’s website at
www.hollycorp.com under the tab
“Investors” or by contacting Holly’s Investor Relations Department
at (214) 871-3555. Copies of documents filed with the SEC by
Frontier are available free of charge on Frontier’s website at
www.frontieroil.com under the tab
“Investor Relations” and then under the tab “SEC Filings” or by
contacting Frontier’s Investor Relations Department at
(713) 688-9600.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. These
include statements regarding the effects of the proposed merger and
statements preceded by, followed by or that otherwise include the
words “believes,” “expects,” “anticipates,” “intends,” “estimates,”
or similar expressions. Forward looking statements relating to
expectations about future results or events are based upon
information available to Holly and Frontier as of today’s date, and
are not guarantees of the future performance of Holly, Frontier or
the combined company, and actual results may vary materially from
the results and expectations discussed. For instance, there is no
assurance that the proposed merger will be consummated. The merger
agreement will terminate if either Holly or Frontier fails to
satisfy conditions to closing. Additional risks and uncertainties
related to the proposed merger include, but are not limited to, the
successful integration of Holly’s and Frontier’s businesses and the
combined company’s ability to compete in the highly competitive
refining and marketing industry. The revenues, earnings and
business prospects of Holly, Frontier and the combined company and
their ability to achieve planned business objectives will be
subject to a number of risks and uncertainties. These risks and
uncertainties include, among other things, risks and uncertainties
with respect to the actions of actual or potential competitive
suppliers of refined petroleum products in Holly’s, Frontier’s and
the combined company’s markets; the demand for and supply of crude
oil and refined products; the spread between market prices for
refined products and market prices for crude oil; the possibility
of constraints on the transportation of refined products; the
possibility of inefficiencies, curtailments or shutdowns in
refinery operations or pipelines; effects of governmental and
environmental regulations and policies; the availability and cost
of financing; the effectiveness of capital investments and
marketing strategies; efficiency in carrying out construction
projects; the ability to acquire refined product operations or
pipeline and terminal operations on acceptable terms and to
integrate any existing or future acquired operations; the
possibility of terrorist attacks and the consequences of any such
attacks; and general economic conditions.
Holly and Frontier caution that the foregoing list of risks and
uncertainties is not exclusive. Additional information concerning
these and other risks is contained in Holly’s and Frontier’s most
recently filed Annual Report on Form 10-K, subsequent Quarterly
Report on Form 10-Q, recent Current Reports on Form 8-K and other
SEC filings. All subsequent written and oral forward-looking
statements concerning Holly, Frontier, the proposed merger or other
matters and attributable to Holly or Frontier or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements above. Neither Holly nor Frontier undertake
any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after
the date hereof.
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