EL PASO, Texas -- Western Refining Inc. and Northern Tier Energy LP have announced the preliminary results of the elections made by Northern Tier common unit-holders regarding their preference as to the form of their merger consideration for Western Refining’s pending acquisition of Northern Tier.
Assuming unitholder approval, the companies said they expect the merger to close following a special meeting June 23, 2016.
As previously announced, Western Refining entered into an agreement and plan of merger Dec. 21, 2015, with Northern Tier, under which Western Refining would acquire all of Northern Tier's outstanding common units it did not already own. Under the terms of the agreement, Northern Tier unit holders were entitled to elect to receive $15 in cash without interest and 0.2986 of a share of Western Refining common stock (called the "mixed election"), $26.06 in cash without interest (the "cash election") or 0.7036 of a share of Western Refining common stock (the "stock election") for each Northern Tier common unit they own immediately prior to the merger.
Based on available information as of the election deadline, June 12, the preliminary merger consideration election results included:
- Holders of approximately 5.6% of the outstanding Northern Tier common units made a mixed election.
- Holders of approximately 71.6% of the outstanding Northern Tier common units made a cash election.
- Holders of approximately 1.7% of the outstanding Northern Tier common units made a stock election.
- Holders of approximately 21.1% of the outstanding Northern Tier common units failed to make a valid election prior to the deadline; therefore, they are deemed to have made the mixed election.
After the companies determine the final results of the merger consideration election process, they will calculate the final allocation of merger consideration in accordance with the terms of the merger agreement. The companies said they expect the allocation to occur on or about June 28.
El Paso, Texas-based Western Refining is an independent refining and marketing company. Its refining segment operates refineries in El Paso and Gallup, N.M. The retail segment includes 260 gas stations, convenience stores under the Giant, Mustang, Sundial and Howdy's brands, as well as unmanned fleet fueling locations, in Arizona, Colorado, New Mexico and Texas.
WNR owns the general partner and approximately 66% of the limited partnership interest in Western Refining Logistics and the general partner and approximately 38% of the limited partnership interest in Northern Tier Energy LP.
Northern Tier Energy, Tempe, Ariz., is an independent downstream energy company with refining, retail and logistics operations. It operates a refinery located in St. Paul Park, Minn. It also operates approximately 165 convenience stores and supports approximately 102 franchised convenience stores, primarily in Minnesota and Wisconsin, under the SuperAmerica trademark, and a bakery and commissary under the SuperMom's brand.
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