Frontier Oil Announces Intent to Voluntarily Delist from the New York Stock Exchange Pending Merger with Holly Corporation
21 Juni 2011 - 12:03AM
Business Wire
June 20, 2011 – Frontier Oil Corporation (NYSE: FTO)
(“Frontier”) today announced that it has submitted written notice
to the New York Stock Exchange (the “NYSE”) of its intention to
voluntarily delist its common stock, no par value, from the NYSE
pending successful closing of the merger of Frontier with Holly
Corporation (the “Closing”). Pending the Closing, Frontier intends
to have the NYSE file a Form 25 with the Securities and Exchange
Commission (the “SEC”) on July 1, 2011 to delist its common stock.
Also pending the Closing, Frontier intends to file a Form 15 with
the SEC on or about July 11, 2011 in order to terminate the
registration of the common stock under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and to
notify the SEC of the automatic suspension of its public reporting
obligations under Sections 13(a) and 15(d) of the Exchange Act.
As previously announced, Frontier entered into an Agreement and
Plan of Merger, dated as of February 21, 2011 (the “Merger
Agreement”), by and among Frontier, Holly Corporation (“Holly”),
and North Acquisition, Inc. (“Merger Sub”) pursuant to which Merger
Sub will merge with and into Frontier (the “Merger”). Pursuant to
the Merger Agreement, upon consummation of the Merger (a) each
outstanding share of Frontier common stock (subject to certain
exceptions) will be converted into 0.4811 shares of Holly common
stock, (b) certain outstanding Frontier equity awards issued under
the Frontier Omnibus Incentive Compensation Plan (as amended and as
may be further amended from time to time, the “Frontier Plan”) will
vest and be converted into shares of Holly common stock and (c)
certain outstanding Frontier equity awards issued under the
Frontier Plan will be converted into comparable Holly equity
awards. As a result of the Merger, a trading market for Frontier’s
common stock will no longer exist. In addition, upon the delisting,
Frontier will qualify to terminate the registration of its common
stock under Section 12 of the Exchange Act and exit the SEC
periodic reporting system. The common stock will not be listed or
registered on another national securities exchange or for quotation
in a quotation medium.
As of the date of the filing of the Form 15, Frontier’s
obligation to file certain reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended,
and other filing requirements will terminate upon the effectiveness
of the deregistration, which should occur 90 days after the filing
of the Form 15.
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 communication 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 has been
submitted to Holly’s stockholders for their consideration, and the
proposed merger has been 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, 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.
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 filed with the
SEC.
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 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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