Schedules Shareholder Meeting for BP
Transaction for May 10, 2023,
With Closing Expected Shortly Thereafter
ARKO Proposal Does Not Constitute a Superior
Proposal, Including Because of its Conditional and Uncommitted
Financing and its Sub-Investment Grade Credit Rating
TravelCenters of America Inc. (Nasdaq: TA) today announced that
it filed its definitive proxy statement with the Securities and
Exchange Commission (“SEC”) in connection with the pending
acquisition of TA by BP Products North America Inc. (“BP”). Under
the terms of the pending transaction, BP will acquire all of the
outstanding shares of TA common stock for $86.00 per share in cash.
The transaction price represents an 84% premium to TA’s average
trading price of $46.68 over the 30 days ended February 15, 2023,
the date the BP merger agreement was signed. The total equity value
of the transaction is approximately $1.3 billion.
The Special Meeting of Shareholders to approve the pending
acquisition of TA by BP is scheduled for Wednesday, May 10, 2023 at
9:30 a.m. Eastern Time. TA shareholders of record as of the close
of business on March 23, 2023 will be eligible to vote at the
Special Meeting. Subject to shareholder and regulatory approval,
the transaction is expected to close three business days after the
Special Meeting.
In a news release and letter to TA’s Board of Directors (the
“Board”), both distributed on March 29, 2023, ARKO Corp. (Nasdaq:
ARKO) notified the Board that it had increased the potential
availability of its existing standby real estate purchase program.
Neither the news release nor the letter addressed the deficiencies
in ARKO's proposal previously identified by TA's Board, including
that ARKO's potential financing is conditional and uncommitted and
that ARKO's sub-investment grade credit rating is not acceptable to
TA's landlord who owns the majority of TA's properties and whose
approval of a change of control of TA is required pursuant to the
terms of those leases for the transaction. As a result of all the
deficiencies in ARKO's proposal, the TA Board previously
unanimously determined that the ARKO proposal does not constitute a
superior proposal and could not reasonably be expected to lead to a
superior proposal. Accordingly, pursuant to the terms of the merger
agreement with BP, TA, including its advisors, is contractually
prohibited from engaging with ARKO.
About TravelCenters of
America
TravelCenters of America Inc. (Nasdaq: TA) is the nation's
largest publicly traded full-service travel center network. Founded
in 1972 and headquartered in Westlake, Ohio, its over 18,000 team
members serve guests in 281 locations in 44 states, principally
under the TA®, Petro Stopping Centers® and TA Express® brands.
Offerings include diesel and gasoline fuel, truck maintenance and
repair, full-service and quick-service restaurants, travel stores,
car and truck parking and other services dedicated to providing
great experiences for its guests. TA is committed to
sustainability, with its specialized business unit, eTA, focused on
sustainable energy options for professional drivers and motorists.
TA operates over 600 full-service and quick-service restaurants and
nine proprietary brands, including Iron Skillet® and Country
Pride®. For more information, visit www.ta-petro.com.
Additional Information
and Where to Find It
This communication may be deemed solicitation material in
respect of the proposed acquisition of TravelCenters of America
Inc. (“TA”) by BP Products North America Inc. (“BP”). This
communication does not constitute a solicitation of any vote or
approval. In connection with the proposed transaction, TA has filed
with the U.S. Securities and Exchange Commission (the “SEC”) and is
mailing and otherwise providing to its stockholders a proxy
statement regarding the proposed transaction. TA may also file
other documents with the SEC regarding the proposed transaction.
This document is not a substitute for the proxy statement or any
other document that may be filed by TA with the SEC.
BEFORE MAKING ANY VOTING DECISION, TA’ STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS
FILED BY TA WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION.
Any vote in respect of resolutions to be proposed at a TA
stockholder meeting to approve the proposed transaction or related
matters, or other responses in relation to the proposed
transaction, should be made only on the basis of the information
contained in TA’ proxy statement. Stockholders may obtain a free
copy of the proxy statement and other documents TA files with the
SEC through the website maintained by the SEC at www.sec.gov. TA
makes available free of charge on its investor relations website at
investors.ta-petro.com/investors and copies of materials it files
with, or furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to
the Agreement and Plan of Merger by and among TA, Bluestar RTM Inc.
and BP, dated as of February 15, 2023 (the “Merger Agreement”),
which contains the full terms and conditions of the proposed
transaction.
Participants in the
Solicitation
TA and certain of its directors, executive officers and certain
employees and other persons may be deemed to be participants in the
solicitation of proxies from TA’ stockholders in connection with
the proposed transaction. Security holders may obtain information
regarding the names, affiliations and interests of TA’ directors
and executive officers in TA’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, which was filed with the SEC
on March 1, 2023, and its definitive proxy statement for the 2022
annual general meeting of stockholders, which was filed with the
SEC on April 7, 2022. To the extent the holdings of TA’ securities
by TA’ directors and executive officers have changed since the
amounts set forth in TA’ proxy statement for its 2022 annual
general meeting of stockholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Investors may obtain additional information regarding the
interests of participants in the solicitation of proxies from TA’
stockholders in connection with in the proposed transaction, which
may, in some cases, be different than those of TA’ stockholders
generally, by reading the proxy statement relating to the proposed
transaction when it is filed with the SEC and other materials that
may be filed with the SEC in connection with the proposed
transaction when they become available. These documents (when
available) may be obtained free of charge from the SEC’s website at
www.sec.gov and the investor relations page of the TA website at
https://investors.ta-petro.com/.
Warning Regarding
Forward Looking Statements
This communication contains “forward-looking statements,”
including statements containing the words “expect,” “intend,”
“plan,” “believe,” “will,” “should,” “would,” “could,” “may,” and
words of similar meaning, as well as other words or expressions
referencing future events, conditions or circumstances. Statements
that describe or relate to BP’s or TA’ plans, goals, intentions,
strategies, or financial outlook, and statements that do not relate
to historical or current fact, are examples of forward-looking
statements. Examples of forward-looking statements include the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement, including
circumstances requiring a party to pay the other party a
termination fee pursuant to the Merger Agreement; the ability of
the parties to consummate the proposed transaction on a timely
basis or at all; the satisfaction of the conditions precedent to
consummation of the proposed transaction, including the ability to
secure regulatory approvals on the terms expected, at all or in a
timely manner;. Forward-looking statements are not guarantees of
future performance, and there are a number of important factors
that could cause actual outcomes and results to differ materially
from the results contemplated by such forward-looking statements,
including those factors listed in the section entitled “Risk
Factors” in Item 1A of TA’s Annual Report on Form 10-K filed with
the SEC on March 1, 2023, and those factors detailed from time to
time in TravelCenters’ other SEC reports including quarterly
reports on Form 10-Q and current reports on Form 8-K. TravelCenters
does not undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as otherwise required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230402005059/en/
Investors: Stephen Colbert TravelCenters of America
scolbert@ta-petro.com Media: Tina Arundel TravelCenters of
America tarundel@ta-petro.com Andrew Siegel / Jack Kelleher Joele
Frank 212-355-4449
TravelCenters of America (NASDAQ:TA)
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