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Marathon completes acquisition of Andeavor

October 02/2018

MOSCOW (MRC) -- Andeavor has announced the preliminary results of the stockholder election consideration related to the previously announced acquisition by Marathon Petroleum Corporation, as per the company's press release.

On April 29, 2018, Andeavor, Marathon, Mahi Inc. and Andeavor LLC entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of Andeavor by Marathon through a merger of Mahi Inc. with and into Andeavor, with Andeavor surviving the merger as a wholly owned subsidiary of Marathon and the subsequent merger of Andeavor with and into Andeavor LLC, with Andeavor LLC surviving the merger as a wholly owned subsidiary of Marathon.

As previously announced, under the terms of the Merger Agreement, subject to the proration, allocation and other limitations set forth in the Merger Agreement and the election materials separately provided to the applicable stockholders, stockholders of Andeavor had the option to elect to receive (subject to completion of the Merger), for each share of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly set forth in the Merger Agreement):

    - 1.87 shares of Marathon common stock, including cash in lieu of any fractional share of Marathon common stock (the "Stock Consideration"); or USD152.27 in cash (the "Cash Consideration").

The election deadline for the foregoing election expired at 5:00 PM, Eastern Time, on September 27, 2018.   Andeavor announced that, based on preliminary information received from the exchange agent for the Merger,  election forms were received with respect to approximately 104,722,352 shares of Andeavor common stock in the aggregate and the cash election option was selected with respect to approximately 4,257,779 shares of Andeavor common stock, which is less than the Cash Election Number in the Merger Agreement, in each case, assuming that notices of guaranteed delivery are properly delivered pursuant to the terms of such notices of guaranteed delivery.

Following and subject to the completion of the Merger, the Andeavor stockholders will receive in the aggregate approximately 240 million shares of Marathon common stock (which excludes shares to be issued under certain Andeavor equity awards that vest as a result of the Merger) and approximately USD3.5 billion in cash. The final prorationing and the final calculation of the number of shares of Marathon common stock issued and the final cash consideration paid in connection with the merger will be made post-closing after the expiration of the notice of guaranteed delivery period applicable to the cash/stock election.

As MRC informed previously, Marathon Petroleum Corp "maximized" input of US crude in the third quarter, taking advantage of bottlenecks in key shale plays that have weakened domestic prices.

Andeavor is a premier, highly integrated marketing, logistics and refining company. Andeavor's retail-marketing system includes approximately 3,330 stations marketed under multiple well-known fuel brands, including ARCO, SUPERAMERICA, Shell, Exxon(TM), Mobil(TM), Tesoro, USA Gasoline(TM) and Giant. It also has ownership in Andeavor Logistics LP (NYSE:ANDX) and its non-economic general partner. Andeavor operates 10 refineries with a combined capacity of approximately 1.2 million barrels per day in the mid-continent and western United States.
Author:Margaret Volkova
Tags:crude and gaz condensate, Marathon, USA.
Category:General News
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