Marathon and Andeavor Approve Strategic Combination
The merger will form the largest independent oil refiner and operator of gas station convenience stores in the US. In addition, the combination will bring together refining assets that span from the Midwest to the West Coast, and extend its presence in Mexico.
At special meetings on September 24, 2018, shareholders of both Marathon Petroleum Corp. (MPC) and Andeavor voted to approve the strategic combination of MPC and Andeavor. MPC shareholders approved the issuance of shares of MPC common stock and Andeavor shareholders approved the adoption of the previously announced agreement and plan of merger.
MPC’s proposal to issue shares in connection with the transaction was supported by approximately 98 percent of votes cast, representing approximately 73 percent of MPC’s outstanding shares. Andeavor’s proposal to approve the transaction was supported by approximately 99 percent of votes cast, representing approximately 74 percent of Andeavor’s outstanding shares.
“We are pleased that the shareholders of both companies voted overwhelmingly in support of this transaction,” said MPC Chairman and Chief Executive Officer Gary R. Heminger. “As we look forward, we remain focused on the tremendous potential this combination will bring our shareholders and are excited to begin executing our strategy to transform our company and realize our expected synergies.”
Also at the MPC special meeting, MPC’s proposal to increase the size of its board of directors by two members was not approved.
MPC and Andeavor expect the closing of the transaction to occur on Oct. 1, 2018, subject to customary closing conditions.
About Marathon Petroleum Corporation MPC is the nation’s second-largest refiner, with a crude oil refining capacity of approximately 1.9 million barrels per calendar day in its six-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 20 states and the District of Columbia. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation’s second-largest convenience store chain, with approximately 2,740 convenience stores in 22 states. MPC owns, leases or has ownership interests in approximately 10,800 miles of crude oil and light product pipelines. Through subsidiaries, MPC owns the general partner of MPLX LP (“MPLX”), a midstream master limited partnership. Through MPLX, MPC has ownership interests in gathering and processing facilities with approximately 5.9 billion cubic feet per day of gathering capacity, 8.7 billion cubic feet per day of natural gas processing capacity and 610,000 barrels per day of fractionation capacity. MPC’s fully integrated system provides operational flexibility to move crude oil, natural gas liquids, feedstocks and petroleum-related products efficiently through the company’s distribution network and midstream service businesses in the Midwest, Northeast, East Coast, Southeast and Gulf Coast regions.Source: Marathon Petroleum Corporation
Univar to Acquire Nexeo, Accelerating Transformation and Growth
Combined Company expected to drive growth and shareholder value with North America’s largest sales force, broadest product offering, and most efficient supply chain network in the industry
Univar Inc., a global chemical and ingredient distributor and provider of value-added services, and Nexeo Solutions, Inc., a leading global chemicals and plastics distributor, today announced they have entered into a definitive agreement for Univar to acquire Nexeo in a cash and stock transaction valued at approximately $2.0 billion, including the assumption of Nexeo’s debt and other obligations, or $11.65 per Nexeo share, subject to adjustment as described below.
Univar’s president and CEO, David Jukes, said: “This transformational combination is designed to create the premier global chemical and ingredients distributor, with exciting opportunities for our customers, suppliers, employees and investors. Together, we will drive growth and shareholder value with the largest North American sales force in chemical and ingredients distribution, the broadest product offering, and most efficient supply chain network in the industry. We expect the transaction to be accretive to earnings and cash flow beginning in the first full year post closing and to generate $100 million of annual run rate cost savings by the third year following close and reduce annual capital expenditures by $15 million immediately.”
“By combining the best capabilities, talent, and resources from our two companies we will be even better equipped to deliver superior service and expanded value to our customers and supplier partners. We expect to leverage Univar’s leading e-commerce and digital capabilities across Nexeo’s financial systems and centralized ERP platform to accelerate the digital transformation already underway at Univar and reduce costs, while enhancing the ease of doing business. Our shared commitment to safety and innovation and our common organization structures provide a strong foundation for a smooth and successful integration,” Mr. Jukes concluded.
Nexeo’s CEO, David Bradley, added: “We share Univar’s confidence in the future of our combined enterprise, given the strong strategic alignment across our business models, go-to-market strategies, superior product offerings, and digital capabilities. This combination represents a logical and compelling step forward, consistent with our focus on accelerating growth for the benefit of our customers, employees and suppliers. We are especially pleased that Nexeo’s employees are highly valued by Univar, and that our shareholders will be able to participate in the company’s future success through ongoing equity ownership.”
About Univar Founded in 1924, Univar is a global chemical and ingredient distributor and provider of value-added services, working with leading suppliers worldwide. Supported by a comprehensive team of sales and technical professionals with deep specialty and market expertise, Univar operates hundreds of distribution facilities throughout North America, Western Europe, Asia-Pacific and Latin America. Univar delivers tailored customer solutions through a broad product and services portfolio sustained by one of the most extensive industry distribution networks in the world. For more information, visit www.univar.com.
About Nexeo Nexeo is a leading global chemicals and plastics distributor, representing products from world-class producers to a diverse customer base. From product specification to sustainable solutions, the Company goes beyond traditional logistics to provide value-added services across many industries, including chemicals manufacturing, oil and gas, coatings, personal care, healthcare, automotive and 3D printing. The Company leverages a centralized technology platform to identify efficiencies and create solutions to unlock value for suppliers and customers. Learn more at www.nexeosolutions.com.