Frontier Oil Announces Record Date and Meeting Date for Special Meeting of Shareholders in Connection with Merger
11 Mai 2011 - 1:00PM
Business Wire
May 11, 2011 – Frontier Oil Corporation (NYSE: FTO) today
announced that it has established a record date and a meeting date
for the special meeting of its shareholders to consider and vote
upon, among other things, the proposal to adopt the previously
announced Agreement and Plan of Merger, dated as of February 21,
2011, between Frontier and Holly Corporation.
Frontier shareholders of record at the close of business on
Friday, May 20, 2011, will be entitled to notice of the special
meeting and to vote at the special meeting. The special meeting
will be held on Tuesday, June 28, 2011, at 3:00 p.m. local time at
the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston,
Texas 77002.
Frontier shareholders are encouraged to read the proxy materials
in their entirety as they provide, among other things, a discussion
of the reasons behind the recommendation of Frontier’s board of
directors that the shareholders vote “FOR” the approval of the
proposed merger. Frontier shareholders should contact Innisfree
M&A Incorporated, the proxy solicitor for Frontier, at (212)
750-5833, if they have any questions about the merger, including
how to vote their shares.
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
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The issuance of Holly Corporation (“Holly”)
common stock in connection with the proposed merger will be
submitted to Holly’s stockholders for their consideration, and the
proposed merger will be submitted to shareholders of Frontier Oil
Corporation (“Frontier”) for their consideration. Holly has filed
with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 that includes a joint proxy statement to be
used by Holly and Frontier to solicit the required approval of
their shareholders in connection with the proposed merger and
constituted a prospectus of Holly. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
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 will be 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 will be 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.
Holly, Frontier and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Holly and
shareholders of Frontier in connection with the proposed
transaction. Information about the directors and executive officers
of Holly is set forth in its proxy statement for its 2011 annual
meeting of stockholders, which was filed with the SEC on
March 31, 2011. Information about the directors and executive
officers of Frontier is set forth in its proxy statement for its
2011 annual meeting of shareholders, which was filed with the SEC
on March 21, 2011. 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, are contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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 the companies do not receive the
necessary approval of Holly’s stockholders or Frontier’s
shareholders or government approvals or 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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