SUGAR LAND, Texas, March 19, 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 its Board of Directors,
in consultation with its independent financial and legal advisors,
has unanimously reaffirmed its decision to reject the unsolicited
tender offer to acquire all of the outstanding shares of CVR Energy
for $30.00 per share in cash plus a
contingent cash payment right (CCP) by entities controlled by
Carl Icahn and recommends that
stockholders not tender any of their shares into the offer.
The Board again reviewed Mr. Icahn's offer in light of the minor
changes announced on March 16,
2012.
(Logo: http://photos.prnewswire.com/prnh/20071203/CVRLOGO)
"After committing to drop his tender offer and proxy
solicitation if he didn't receive sufficient tenders by
March 23, Mr. Icahn has again gone
back on his word by extending his distracting and detrimental
campaign," said Chief Executive Officer Jack Lipinski. "Friday's announcement
modifying the term of his contingent cash payment rights by six
months fails to address the fundamental structural flaws and
conflicting incentives inherent in the CCP.
"Most importantly, Mr. Icahn's tender offer amendment does not
in any way change the fact that the offer substantially undervalues
CVR Energy. Contrary to Mr. Icahn's criticism of our company
and our prospects, our opportunities to deliver value well in
excess of the offer are substantial, and the recent widening of
crack spreads and related differentials are additional positives
for our stockholders. The Board and management of CVR Energy
have a proven track record of delivering outstanding returns for
stockholders and making sound business decisions to increase the
value of the business. Our record managing this complex
business speaks for itself, and we look forward to extending our
history of success. We recommend our stockholders do not tender
into Mr. Icahn's offer, sending him the clear message to end his
distracting and detrimental campaign," Mr. Lipinski concluded.
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,
2011. 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 than 185,000
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, southwestern Nebraska and Texas. 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
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response
to the tender offer commenced by IEP Energy LLC and Icahn
Enterprises Holdings L.P., as well as other entities affiliated
with Carl C. Icahn, CVR Energy, Inc.
("CVR Energy") has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. CVR ENERGY STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE COMPANY'S SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
any other documents filed by CVR Energy, for no charge at the SEC's
website at www.sec.gov. Copies will also be available at no charge
in the "Investor Relations" section of the Company'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.
In addition, CVR Energy will file a proxy statement with the
SEC. The definitive proxy statement will be mailed to
stockholders of CVR Energy. CVR ENERGY STOCKHOLDERS ARE URGED
TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain free
copies of these documents (when available) and other documents
filed with the SEC by CVR Energy through the web site maintained by
the SEC at www.sec.gov and in the "Investor Relations" section of
the Company's website at www.cvrenergy.com.
Certain Information Regarding Participants
CVR Energy, its directors and certain of its executive officers
may be deemed to be participants undePhoto -
http://photos.prnewswire.com/prnh/20071203/CVRLOGOr the rules of
the SEC. Security holders may obtain information regarding
the names, affiliations and interests of CVR Energy's directors and
executive officers in CVR Energy's Annual Report on Form 10-K for
the year ended December 31, 2011,
filed with the SEC on February 29,
2012, and its proxy statement for the 2011 Annual Meeting,
which was filed with the SEC on April
20, 2011. These documents can be obtained free of
charge from the sources indicated above. Additional
information regarding the interests of these participants in any
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in any proxy statement and other relevant materials to be filed
with the SEC if and when they become available.
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.