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VALERO ENERGY'S BOARD OF DIRECTORS APPROVES PROPOSAL TO ACQUIRE PUBLICLY OWNED COMMON UNITS OF VALERO NATURAL GAS PARTNERS, L.P.

 SAN ANTONIO, Oct. 18 /PRNewswire/ -- Valero Energy Corporation (NYSE: VLO) announced today that its board of directors has approved a proposal to acquire the outstanding publicly traded common units of Valero Natural Gas Partners, L.P. (NYSE: VLP). Under the proposal, Valero Natural Gas Partners, L.P., would be merged with a subsidiary of Valero Energy, with the public holders of the common units receiving cash consideration of $11 per common unit. The purchase of the common units would be funded with proceeds from a convertible preference stock offering.
 The proposal was approved by the board of directors of Valero Energy at a meeting held on Oct. 16. The proposal was presented on Oct. 17 to the board of directors of Valero Natural Gas Company, the general partner of Valero Natural Gas Partners, L.P., which formed a special committee of outside directors to consider the proposal. Consummation of the merger would be subject to recommendation and approval by the special committee and completion of financing for the transaction, and would require the approval of a majority of the common units. As of Oct. 18, 1993, approximately 18.5 million common units were outstanding, of which approximately 9.7 million were publicly traded, with the remaining common units being owned by subsidiaries of Valero Energy.
 On Oct. 15, two holders of common units filed separate purported class action lawsuits in Chancery Court in Delaware regarding the merger proposal. The suits ask, among other things, that the court enjoin consummation of any merger or, alternatively, that the defendants seek to increase the proposed price.
 Also today, Valero Energy Corporation filed a registration statement with the Securities and Exchange Commission for the issuance of 2.5 million shares of convertible preference stock.
 The registration statement has not yet become effective. This security may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or solicitation of any offer to buy nor shall there be any sale of this security in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 -0- 10/18/93
 /CONTACT: Greg Wright of Valero Energy Corporation, 210-246-2099/
 (VLO VLP)


CO: Valero Energy Corporation; Valero Natural Gas Partners, L.P. ST: Texas IN: OIL SU: TNM OFR

TW -- NY043 -- 3298 10/18/93 10:42 EDT
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Publication:PR Newswire
Date:Oct 18, 1993
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