UGI Corporation (NYSE: UGI; “UGI”) and AmeriGas Partners, L.P.
(NYSE: APU; “AmeriGas”) announced today that, in connection with
UGI’s proposed merger between a subsidiary of UGI and AmeriGas, the
deadline for record holders of AmeriGas common units to elect the
form of consideration they wish to receive in connection with the
merger, subject to proration, is 5:00 p.m. Eastern Daylight Time on
August 20, 2019 (the “Election Deadline”), which is based on the
current expectation that the merger will be completed on August 21,
2019.
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Accordingly, an election will be valid only if a properly
completed and signed election form and letter of transmittal,
together with all required documents and materials set forth in the
election form and letter of transmittal and the instructions
thereto, is received by Computershare Trust Company, N.A., the
exchange agent for the merger, by 5:00 p.m. Eastern Daylight Time
on August 20, 2019. AmeriGas commenced the mailing of such
materials to AmeriGas unitholders on July 19, 2019. AmeriGas
unitholders who hold their units through a bank, broker or other
nominee may be subject to an earlier deadline and should carefully
read the instructions from their bank, broker or nominee regarding
making elections for their units. AmeriGas unitholders with
questions should contact Innisfree M&A Incorporated, the
information agent and proxy solicitor for the merger, toll free at
(888) 750-5834.
The Election Deadline does not impact the deadline for AmeriGas
unitholders to vote on the merger agreement, which will be
considered at the special meeting of AmeriGas unitholders on August
21, 2019 (the “Special Meeting”). All AmeriGas unitholders are
encouraged to vote their units as soon as possible if they have not
already done so.
About UGI Corporation
UGI Corporation is a distributor and marketer of energy products
and services. Through subsidiaries, UGI operates natural gas and
electric utilities in Pennsylvania, distributes propane both
domestically and internationally, manages midstream energy and
electric generation assets in Pennsylvania, Ohio and West Virginia,
and engages in energy marketing in eleven eastern states, the
District of Columbia and internationally in France, Belgium, the
Netherlands and the UK. UGI, through subsidiaries, is the sole
general partner and owns approximately 26% of AmeriGas, the
nation's largest retail propane distributor.
About AmeriGas Partners, L.P.
AmeriGas Partners, L.P. is the nation’s largest retail propane
marketer, serving over 1.7 million customers in all 50 states from
approximately 1,900 distribution locations. UGI, through
subsidiaries, is currently the sole general partner and owns
approximately 26% of AmeriGas, with the public owning the remaining
74%. Comprehensive information about AmeriGas is available on the
Internet at http://www.amerigas.com.
Forward-Looking Statements
All statements in this press release (and oral statements made
regarding the subjects of this communication) other than historical
facts are forward-looking statements. The safe harbor provisions
under Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 do not apply to forward-looking
statements made or referred to in this release. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of
uncertainties and factors, many of which are outside the control of
UGI and AmeriGas, which could cause actual results to differ
materially from such statements. Forward-looking information
includes, but is not limited to, the anticipated completion of the
proposed merger and the timing thereof. While UGI believes that the
assumptions concerning future events are reasonable, it cautions
that there are inherent difficulties in predicting certain
important factors that could impact the future performance or
results of its business. Among the factors that could cause results
to differ materially from those indicated by such forward-looking
statements are: the failure to realize the anticipated costs
savings, synergies and other benefits of the merger and any recent
or future transactions, including certain integration risks
relating to the acquisition of Columbia Midstream Group, LLC by UGI
Energy Services, LLC; the possible diversion of management time on
merger-related issues; the risk that the requisite approvals to
complete the merger are not obtained; local, regional and national
economic conditions and the impact they may have on UGI, AmeriGas
and their customers; changes in tax laws that impact MLPs and the
continued analysis of recent tax legislation; conditions in the
energy industry, including cost volatility and availability of all
energy products, including propane, natural gas, electricity and
fuel oil as well as increased customer conservation measures;
adverse weather conditions; the financial condition of UGI’s and
AmeriGas’ customers; any non-performance by customers of their
contractual obligations; changes in customer, employee or supplier
relationships; changes in safety, health, environmental and other
regulations; liability for uninsured claims and for claims in
excess of insurance coverage; domestic and international political,
regulatory and economic conditions in the U.S. and in foreign
countries, including the current conflicts in the Middle East;
foreign currency exchange rate fluctuations (particularly the
euro); the timing of development of Marcellus Shale gas production;
the results of any reviews, investigations or other proceedings by
government authorities; addressing any reviews, investigations or
other proceedings by government authorities or shareholder actions,
including, but not limited to, pending litigation relating to the
merger with AmeriGas; the performance of AmeriGas; and the
interruption, disruption, failure, malfunction or breach of UGI’s
or AmeriGas’ information technology systems, including due to
cyber-attack.
These forward-looking statements are also affected by the risk
factors, forward-looking statements and challenges and
uncertainties described in each of UGI’s and AmeriGas’ Annual
Reports on Form 10-K for the fiscal year ended September 30, 2018,
and those set forth from time to time in each entity’s filings with
the Securities and Exchange Commission (“SEC”), which are available
at www.ugicorp.com and www.amerigas.com, respectively. Except as
required by law, UGI and AmeriGas expressly disclaim any intention
or obligation to revise or update any forward-looking statements
whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed merger or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed merger, UGI and AmeriGas have
each filed with the SEC a Current Report on Form 8-K that contains,
among other things, a copy of the merger agreement and the support
agreement related to the proposed merger. UGI and AmeriGas, as
applicable, have also filed with the SEC a registration statement
on Form S-4, including a proxy statement/prospectus, and other
related documents, including a Schedule 13E-3, with the SEC
(collectively, with any other documents that have been or may be
filed relating to the proposed merger, the “Disclosed Documents”).
This press release is not a substitute for the Disclosed Documents.
BEFORE MAKING ANY VOTING DECISION OR ELECTION, SECURITY HOLDERS OF
AMERIGAS ARE ADVISED TO CAREFULLY READ THE DISCLOSED DOCUMENTS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER,
THE PARTIES TO THE MERGER AND THE RISKS ASSOCIATED WITH THE
TRANSACTION. A definitive proxy statement/prospectus has been sent
to AmeriGas unitholders as of the July 1, 2019 record date for
voting in the Special Meeting. Investors and security holders may
obtain a free copy of the Disclosed Documents from the SEC’s
website at www.sec.gov. Security holders and other interested
parties are also able to obtain, without charge, a copy of the
Disclosed Documents from www.ugicorp.com under the tab “Investor
Relations” and then under the heading “SEC Filings.”
Participants in the Solicitation
UGI, AmeriGas, the AmeriGas Propane, Inc., the general partner
of AmeriGas, and their respective directors, executive officers and
certain other members of management may be deemed to be
participants in the solicitation of proxies from their respective
security holders with respect to the merger. Information about
these persons is set forth in UGI’s proxy statement relating to its
2019 Annual Meeting of Shareholders, which was filed with the SEC
on December 20, 2018, and AmeriGas’ Annual Report on Form 10-K for
the fiscal year ended September 30, 2018, which was filed with the
SEC on November 20, 2018, and subsequent statements of changes in
beneficial ownership on file with the SEC. Security holders and
investors may obtain additional information regarding the interests
of such persons, which may be different than those of the
respective companies’ security holders generally, by reading the
proxy statement/prospectus and other relevant documents regarding
the merger, which has been filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190812005564/en/
UGI and AmeriGas Contacts Brendan Heck, 610-337-1000,
ext. 6608 Alanna Zahora, 610-337-1000, ext. 1004 Shelly Oates,
610-337-1000, ext. 3202
Media Contact Daniel Yunger or Lindsay Gross Kekst CNC +1
(212) 521-4800 daniel.yunger@kekstcnc.com or
lindsay.gross@kekstcnc.com
AmeriGas Partners (NYSE:APU)
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AmeriGas Partners (NYSE:APU)
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から 1 2024 まで 1 2025
