SUGAR LAND, Texas, May 24, 2012 /PRNewswire/ -- CVR Energy, Inc.
("CVR") (NYSE: CVI), a refiner and marketer of petroleum fuels and
a majority owner of CVR Partners, LP (NYSE: UAN), a nitrogen
fertilizer producer, today announced that it has engaged Jefferies
& Company, Inc. to conduct the previously disclosed sale
process agreed to by the previous CVR Board of Directors and
certain affiliates of Carl Icahn to
solicit acquisition proposals from third parties to acquire CVR.
The 60-day process will begin today and end on July 23, 2012.
(Logo: http://photos.prnewswire.com/prnh/20071203/CVRLOGO)
Icahn Enterprises L.P. (Nasdaq: IEP), the owner of approximately
80 percent of CVR, has agreed to support any bona fide offer made
during the 60-day sale process to acquire the stock or assets of
CVR, as an entirety, for all-cash consideration, that results in
each stockholder receiving a net amount that is equal to or exceeds
$35 per share and is otherwise on
terms and conditions reasonably acceptable to Icahn Enterprises.
Icahn Enterprises may, but is not obligated to, accept offers that
result in net consideration below $35
per share. Icahn Enterprises is not committed to supporting any
cash or non-cash offer after the 60-day sale process. But in any
event, if a definitive agreement for the sale of CVR at more than
$30 per share is executed on or prior
to August 18, 2013 and such
transaction closes, holders of the contingent value rights that
were issued in connection with the recently expired tender offer by
Icahn Enterprises will receive the difference between $30 and the price per share at which CVR is
sold.
As previously disclosed, CVR and Icahn Enterprises and its
affiliates have attempted to find buyers for CVR without success.
While Icahn Enterprises believes that prospective purchasers of CVR
may be found during the 60-day sale process, no assurances can be
given that any offers will be forthcoming or that a transaction
will be completed during the 60-day process or during the
subsequent 13 months. If that is the case, the contingent value
rights will expire worthless.
Once the 60-day sale process ends, Icahn Enterprises will be
under no obligation to attempt to sell CVR and does not currently
intend to actively seek to do so. If the 60-day sale process ends
without an offer for CVR being accepted, Icahn Enterprises
currently intends to focus on operating CVR's business for the
benefit of its shareholders because Icahn Enterprises believes that
continual shopping of CVR could be disruptive to its
operations.
It is possible that a sale of CVR, or all or substantially all
of its assets, will not occur. Further, it is possible that CVR may
sell assets that constitute less than all or substantially all of
the assets, in which case holders of contingent value rights will
not become entitled to any payments. However, no partial sales of
assets will take place during the 60-day sale process.
Promptly following the end of the 60-day sale process, if CVR
has not been sold and such information has not previously been
disclosed, Icahn Enterprises or CVR will issue a news release or
otherwise provide to holders of the contingent value rights a
notice describing the results of the efforts in attempting to sell
CVR (including the number of indications of interest received, the
number of bona fide offers that resulted from such indications of
interest, and a brief description of the reasons why such offers
were not accepted) and the aggregate amount of fees and expenses
incurred during such period with respect to those efforts.
Otherwise, neither Icahn Enterprises nor CVR will be commenting on
the sale process, except as may be required by applicable law.
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 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.
Forward Looking Statements
This new release may contain forward-looking statements. 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. These risks
and uncertainties may include, but are not limited to, the risk
factors and other disclosures included in our Annual Report on Form
10-K for the year ended Dec. 31,
2011, 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 news release are made only as of the date hereof.
For
further information, please contact:
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Investor Relations:
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Media
Relations:
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Ed
Morgan
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Angie
Dasbach
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CVR
Energy, Inc.
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CVR
Energy, Inc.
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281-207-3388
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913-982-0482
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MediaRelations@CVREnergy.com
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Jay
Finks
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CVR
Energy, Inc.
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281-207-3588
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InvestorRelations@CVREnergy.com
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SOURCE CVR Energy, Inc.