DALLAS, June 28, 2017 /PRNewswire/ -- Alon
USA Energy, Inc. (NYSE: ALJ)
("Alon") today announced that the stockholders of Alon have
approved all proposals related to the previously announced merger
transaction pursuant to which Delek US Holdings, Inc. ("Delek")
will acquire all of the outstanding shares of Alon common stock
which it does not already own in an all-stock transaction. At a
special meeting held today by Alon, approximately 89% of Alon's
outstanding shares and 79% of Alon's outstanding shares
beneficially owned by holders of Alon common stock other than Delek
and its affiliates voted to approve the adoption of the previously
disclosed merger agreement and the transaction. Of the shares
voted, approximately 99% were cast in favor of the
proposal. The closing of the transaction is subject to
approval by the stockholders of Delek at a special meeting of Delek
stockholders on June 29, 2017. Alon
expects the transaction to close effective as of July 1, 2017.
About Delek US Holdings, Inc.
Delek US Holdings, Inc.
(NYSE: DK) is a diversified downstream energy company with assets
in petroleum refining and logistics. The refining segment consists
of refineries operated in Tyler,
Texas and El Dorado,
Arkansas with a combined nameplate production capacity of
155,000 barrels per day. Delek and its affiliates also own
approximately 63 percent (including the 2 percent general partner
interest) of Delek Logistics Partners, LP. Delek Logistics
Partners, LP (NYSE: DKL) is a growth-oriented master limited
partnership focused on owning and operating midstream energy
infrastructure assets. Delek currently owns approximately 47
percent of the outstanding common stock of Alon.
About Alon USA
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 (NYSE: ALDW),
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
facility in California, with a
throughput capacity of 3,000 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.
Safe Harbor Provisions Regarding Forward-Looking
Statements
This press release contains forward-looking
statements that are based upon current expectations and involve a
number of risks and uncertainties. Statements concerning current
estimates, expectations and projections about future results,
performance, prospects, opportunities, plans, actions and events
and other statements, concerns, or matters that are not historical
facts are "forward-looking statements," as that term is defined
under the federal securities laws. These forward-looking statements
include, but are not limited to, statements regarding the proposed
merger with Alon, integration and transition plans, synergies,
opportunities, anticipated future performance and financial
position, and other factors.
Investors are cautioned that the following important factors,
among others, may affect these forward-looking statements. These
factors include but are not limited to: risks and uncertainties
related to the expected timing and likelihood of completion of the
proposed merger, including the timing, terms and conditions of any
required governmental and regulatory approvals of the proposed
merger that could reduce anticipated benefits or cause the parties
to abandon the transaction, the ability to successfully integrate
the businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the possibility that stockholders of Delek may not
approve the issuance of new shares of common stock in the merger,
the risk that the parties may not be able to satisfy the conditions
to the proposed transaction in a timely manner or at all, risks
related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of Delek's common stock or
Alon's common stock, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Delek
and Alon to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on
their operating results and businesses generally, the risk that
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that
the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies, uncertainty related to timing and amount of future share
repurchases and dividend payments, risks and uncertainties with
respect to the quantities and costs of crude oil we are able to
obtain and the price of the refined petroleum products we
ultimately sell; gains and losses from derivative instruments;
management's ability to execute its strategy of growth through
acquisitions and the transactional risks associated with
acquisitions and dispositions; acquired assets may suffer a
diminishment in fair value as a result of which we may need to
record a write-down or impairment in carrying value of the asset;
changes in the scope, costs, and/or timing of capital and
maintenance projects; operating hazards inherent in transporting,
storing and processing crude oil and intermediate and finished
petroleum products; our competitive position and the effects of
competition; the projected growth of the industries in which we
operate; general economic and business conditions affecting the
southern United States; and other
risks contained in Delek's and Alon's filings with the United
States Securities and Exchange Commission.
Forward-looking statements should not be read as a guarantee of
future performance or results and will not be accurate indications
of the times at or by which such performance or results will be
achieved. Forward-looking information is based on information
available at the time and/or management's good faith belief with
respect to future events, and is subject to risks and uncertainties
that could cause actual performance or results to differ materially
from those expressed in the statements. Delek and Alon undertake no
obligation to update or revise any such forward-looking statements,
except as required by applicable law or regulation.
Alon USA Investor/Media
Relations Contacts:
Stacey Morris, Investor Relations
Manager
Alon USA Energy, Inc.
972-367-3808
Investors: Jack Lascar
Dennard § Lascar Associates,
LLC
713-529-6600
Media: Blake Lewis
Three Box Strategic Communications
214-635-3020
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SOURCE Alon USA Energy,
Inc.