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Delek Wins Shareholder Nod for Alon USA Energy Deal.

MANews-(C)2009-2017

30 June 2017 - Shareholders of US-based downstream energy company Delek US Holdings, Inc. (NYSE: DK) have approved the company's deal acquire all of the outstanding shares of petroleum products refiner and marketer Alon USA Energy, Inc. (NYSE: ALJ) it does not already own in an all-stock transaction, the company said.

Alon shareholders approved the deal earlier in the week.

This deal was announced in January. The deal, for the remaining 53% of Alon USA's shares, is worth around USD 464m.

In May 2015, Delek US completed the acquisition of approximately 33.7m shares, or approximately 48% of the outstanding shares, of Alon USA Energy common stock from Alon Israel Oil company, Ltd.

Five seats on the eleven-member Alon USA board of directors previously held by Alon Israel representatives were been filled by representatives from Delek US.

This includes Delek US chairman, president and chief executive officer Uzi Yemin who has been named as the chairman of the Alon USA board.

Prior to commencing negotiations with Alon Israel, Delek US entered into a stockholder agreement with Alon USA.

During the first year following the closing of this transaction, the stockholder agreement allowed Delek US to acquire up to 49.99% of the outstanding shares of Alon USA at its discretion, with additional ownership above this threshold subject to the approval of the independent members of Alon USA's board of directors.

The stockholder agreement expired on 14 May 2016, and Delek US will then have no further restrictions under this agreement related to increasing ownership in Alon USA.

The closing of the transaction is subject to approval by the stockholders of Delek at a special meeting of Delek stockholders on 29 June 2017.

Alon expects the transaction to close effective as of 1 July 2017.

Delek US Holdings is a diversified downstream energy company with assets in petroleum refining and logistics.

The refining segment consists of refineries operated in Tyler, Texas and El Dorado, Arkansas with a combined nameplate production capacity of 155,000 barrels per day.

Delek and its affiliates also own approximately 63% (including the 2% general partner interest) of Delek Logistics Partners, LP.

Delek Logistics Partners, LP (NYSE: DKL) is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets. Delek currently owns approximately 47 % of the outstanding common stock of Alon.

Alon USA Energy, headquartered in Dallas, Texas, is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States.

The company owns 100% of the general partner and 81.6% of the limited partner interests in Alon USA Partners, LP (NYSE: ALDW), which owns a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 barrels per day and an integrated wholesale marketing business.

In addition, Alon directly owns a crude oil refinery in Krotz Springs, Louisiana, with a crude oil throughput capacity of 74,000 barrels per day.

Alon also owns crude oil refineries in California, which have not processed crude oil since 2012. Alon owns a majority interest in a renewable fuels facility in California, with a throughput capacity of 3,000 barrels per day.

Country: USA

Sector: Petroleum/Natural Gas/Coal

Target: Alon USA Energy, Inc

Buyer: Delek US Holdings, Inc

Vendor: Alon Israel Oil company, Ltd

Deal size in USD: 464m

Type: Stakebuilding

Financing: Cash

Status: Agreed

Buyer advisor: , ,

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Publication:M & A Navigator
Date:Jun 30, 2017
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