SUGAR LAND, Texas, Feb. 23, 2012 /PRNewswire/ -- CVR Energy, Inc.
(NYSE: CVI), a refiner and marketer of petroleum fuels and a
majority owner of CVR Partners, LP (NYSE: UAN), a nitrogen
fertilizer producer, announced today that Icahn Partners LP, an
entity controlled by Carl Icahn, has
formally commenced an unsolicited tender offer to acquire all of
the outstanding shares of CVR Energy for $30.00 per share in cash, plus a non-transferable
contingent cash payment right. Mr. Icahn had previously
announced, on February 16, 2012, that
he intended to make such an offer.
(Logo:
http://photos.prnewswire.com/prnh/20071203/CVRLOGO)
CVR Energy's Board of Directors will review the offer and will
make its recommendation to shareholders promptly. CVR Energy urges
shareholders to take no action until the Board has issued its
recommendation.
Deutsche Bank AG and Goldman, Sachs & Co. are serving as
financial advisors to CVR Energy and Wachtell, Lipton, Rosen &
Katz is serving as legal advisor. Mackenzie Partners, Inc. is
serving as proxy solicitor.
Forward Looking Statements
This news release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can generally identify forward-looking
statements by our use of forward-looking terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"explore," "evaluate," "intend," "may," "might," "plan,"
"potential," "predict," "seek," "should," or "will," or the
negative thereof or other variations thereon or comparable
terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond our control. For a discussion of
risk factors which may affect our results, please see the risk
factors and other disclosures included in our Annual Report on Form
10-K for the year ended Dec. 31,
2010, and any subsequently filed quarterly reports on Form
10-Q. These risks may cause our actual results, performance
or achievements to differ materially from any future results,
performance or achievements expressed or implied by these
forward-looking statements. Given these risks and
uncertainties, you are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking
statements included in this press release are made only as of the
date hereof. CVR Energy disclaims any intention or obligation
to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
About CVR Energy, Inc.
Headquartered in Sugar Land,
Texas, CVR Energy, Inc.'s subsidiary and affiliated
businesses operate independent refining assets in Coffeyville, Kan., and Wynnewood, Okla., with more than185,000
barrels per day of processing capacity, a marketing network for
supplying high value transportation fuels to customers through
tanker trucks and pipeline terminals, and a crude oil
gathering system serving central Kansas, Oklahoma, western Missouri and southwest Nebraska. In
addition, CVR Energy subsidiaries own a majority interest in and
serve as the general partner of CVR Partners, LP, a producer of
ammonia and urea ammonium nitrate, or UAN, fertilizers.
Important Additional Information
CVR Energy, Inc. ("CVR Energy") will file with the Securities
and Exchange Commission (the "SEC") a Solicitation/Recommendation
Statement on Schedule 14D-9. CVR Energy SHAREHOLDERS are
strongly encouraged to read the company's
Solicitation/Recommendation Statement on Schedule 14D-9 when it
becomes available because it will contain important
information. Shareholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
any other documents filed by CVR Energy in connection with the
tender offer by Icahn Partners LP, for no charge at the SEC's
website at www.sec.gov. Copies will also be available at no
charge at CVR Energy's website at www.cvrenergy.com or by writing
to CVR Energy at 2277 Plaza Drive, Suite 500, Sugar Land, Texas, 77479, Attn: Senior Vice
President, General Counsel and Secretary.
CVR Energy, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from CVR Energy shareholders in connection with the matters to be
considered at CVR Energy's 2012 Annual Meeting. CVR Energy intends
to file a proxy statement with the SEC in connection with any such
solicitation of proxies from CVR Energy shareholders. CVR
ENERGY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION. Information
regarding the ownership of CVR Energy's directors and executive
officers in CVR Energy's stock, restricted stock and options is
included in their SEC filings on Forms 3, 4 and 5, which can be
found at the CVR Energy's website (www.cvrenergy.com) in the
section "Investor Relations." More detailed information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC in connection with CVR Energy's 2012 Annual
Meeting. Information can also be found in CVR Energy's Annual
Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on
March 7, 2011. Shareholders
will be able to obtain any proxy statement, any amendments or
supplements to the proxy statement and other documents filed by CVR
Energy with the SEC for no charge at the SEC's website at
www.sec.gov. Copies will also be available at no charge at
CVR Energy's website at www.cvrenergy.com or by writing to CVR
Energy at 2277 Plaza Drive, Suite 500, Sugar Land, Texas, 77479, Attn: Senior Vice
President, General Counsel and Secretary.
For
further information, please contact:
|
Investor Relations:
|
Media
Relations:
|
Ed
Morgan
|
Steve
Eames
|
CVR
Energy, Inc.
|
CVR
Energy, Inc.
|
281-207-3388
|
281-207-3550
|
or
|
MediaRelations@CVREnergy.com
|
Jay
Finks
|
or
|
CVR
Energy, Inc.
|
Tom
Johnson or Chuck Burgess
|
281-207-3588
|
Abernathy
MacGregor Group
|
InvestorRelations@CVREnergy.com
|
212-371-5999
|
SOURCE CVR Energy, Inc.