Energia
Andeavor Stockholders Approve Merger of Marathon Petroleum Corp. and Andeavor
- Stockholders of both Andeavor (NYSE: ANDV) and Marathon Petroleum Corporation (NYSE: MPC) today voted to approve the merger of MPC and Andeavor. At separate special stockholders' meetings, Andeavor stockholders approved the adoption of the previously disclosed agreement and plan of merger, and MPC stockholders approved the issuance of shares of MPC common stock in connection with the merger.
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. 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.
Also at the Andeavor special meeting, Andeavor stockholders approved, among other things, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Andeavor's named executive officers in connection with the merger.
This satisfies one of the final conditions to the closing of the pending merger. MPC and Andeavor therefore expect the closing of the merger to occur on October 1, 2018, subject to the satisfaction or waiver of the remaining customary conditions to closing.
In light of the expected closing of the merger, MPC, with Andeavor's consent, has publicly announced that the "Election Deadline" (as defined in the election materials previously provided to Andeavor stockholders of record and in the Agreement and Plan of Merger, dated as of April 29, 2018, as amended, by and among Andeavor, MPC, Mahi Inc. and Mahi LLC) for Andeavor stockholders of record to make their elections with respect to the merger consideration payable upon the closing of the merger shall be 5:00 p.m. Eastern Daylight Time on September 27, 2018, unless otherwise extended by MPC by subsequent public announcement. Andeavor stockholders who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline than the Election Deadline for making their elections, based on the instructions of their brokers, banks or other nominees. Andeavor stockholders bear the risk of ensuring proper and timely delivery of their election materials.
Andeavor stockholders of record with questions regarding the election process should contact Georgeson LLC, who is the information agent for the election, at (866) 647-8872 as soon as possible. Andeavor stockholders holding shares of Andeavor in street name should contact their broker, bank or other nominee with questions regarding the election process.
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 , Mobil , Tesoro , USA Gasoline 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.
Investors:
Brad Troutman, Vice President, Investor Relations, (210) 626-4757
Andeavor Media Relations, media@andeavor.com, (210) 626-7702
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