MarkWest Energy Partners, L.P. (NYSE: MWE) (MarkWest) announced
today that Institutional Shareholder Services (“ISS”), a leading
independent proxy advisory firm, has issued a report recommending
that MarkWest unitholders vote FOR the combination of MPLX (NYSE:
MPLX) and MarkWest.
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Frank M. Semple, Chairman, President and Chief Executive Officer
of MarkWest Energy GP, L.L.C. said, “We are pleased that ISS has
recommended that our unitholders vote to support the Partnership’s
combination with MPLX LP (“MPLX”). The ISS report provides our
unitholders with an excellent analysis on the strategic advantages
of the combination and the value of the parental support from
Marathon Petroleum Corporation. We look forward to completing the
transaction and executing on the significant growth opportunities
created by this transaction which will further enhance our
existing, customer focused, growth strategy.”
In recommending that unitholders vote in favor of the
MarkWest-MPLX combination, ISS’s report, issued on November 17,
2015 stated:
“Given the premium to the unaffected price at announcement, the
subsequent cash increases in the merger consideration, and the
strategic advantages of the combination (including both the access
to relatively more certain capital sources at a lower cost of
capital and the ability to de-risk certain growth opportunities
with Marathon as its parent), a vote FOR the merger is warranted.”
(ISS Report, November 17, 2015)
ISS further stated:
"Though the value of the equity component of the consideration
has declined since the announcement, this appears to be driven by
macro issues with the sector at large, as suggested by the
similarly sharp decline of the S&P MLP index over the same
period. Though the market value of the merger consideration at the
close of Nov. 17, 2015 - despite the two increases in cash
consideration - represents a 13.9 percent discount to the
unaffected price, the unaffected price itself had been falling - in
the face of the same sector headwinds - through much of the sales
process. Without the transaction, it seems doubtful the current
market price would be anywhere near the unaffected price." (ISS
Report, November 17, 2015)
The transaction is subject to approval by MarkWest unitholders
and other customary closing conditions and, subject to the
satisfaction of those conditions, is expected to close in Dec.
2015. The date of the special meeting of MarkWest common
unitholders is Dec. 1, 2015. MarkWest unitholders of record as of
Oct. 5, 2015, will be entitled to vote on approval of the merger
and the associated proposals.
MarkWest unitholders are urged to vote “FOR” the merger and
related matters and submit their proxy as promptly as possible,
either by telephone, via the internet or by marking, signing and
dating the proxy card that was provided to unitholders along with
the proxy statement and prospectus.
If you abstain from voting, fail to cast your vote in person or
by proxy or fail to give voting instructions to your broker, bank
or other nominee, it will have the same effect as a vote “AGAINST”
the merger proposal. On November 17, 2015 MarkWest began mailing
supplemental proxy materials.
Your vote is very important regardless of the number of
MarkWest common units you own. The merger cannot be completed
unless the holders of at least a majority of the outstanding
MarkWest common units, voting together as a single class, vote for
the proposal to approve the merger agreement and the transactions
contemplated thereby at the special meeting of MarkWest common
unitholders (the “Merger Proposal”). At the special meeting,
MarkWest common unitholders will also vote on an advisory
compensation proposal (the “Advisory Compensation Proposal”) and on
a proposal to adjourn the special meeting, if necessary, to solicit
additional proxies if there are not sufficient votes to approve the
merger agreement and transactions contemplated thereby at the time
of the special meeting (the “Adjournment Proposal”).
If you have already voted and would like to revoke your proxy or
change your vote, you may do so at any time before the special
meeting of MarkWest common unitholders. If you are a MarkWest
common unitholder of record, you may revoke your proxy and/or
change your vote, or if you have not yet voted you may do so, at
any time before 11:59 p.m. Eastern Time on Nov. 30, 2015 (the
“Telephone/Internet Deadline”) or before the polls close at the
MarkWest special meeting by (1) sending a written notice, which is
received prior to the Telephone/Internet Deadline, to MarkWest at
1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202,
Attn: Corporate Secretary, that bears a date later than the date of
the proxy and states that you revoke your proxy, (2) submitting a
valid, later-date proxy by mail, telephone or Internet that is
received prior to the Telephone/Internet Deadline or (3) attending
the special meeting of MarkWest common unitholders and voting by
ballot in person (your attendance at the MarkWest special meeting
will not, by itself, revoke any proxy that you have previously
given). If you hold your MarkWest common units in “street name,”
you should follow the instructions of your broker, bank or other
nominee regarding the revocation of proxies. If your broker allows
you to submit a proxy via the Internet or by telephone, you may be
able to change your vote by submitting a new proxy via the Internet
or by telephone or by mail.
About MarkWest Energy Partners
MarkWest Energy Partners, L.P. is a master limited partnership
that owns and operates midstream service businesses. MarkWest has a
leading presence in many natural gas resource plays including the
Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale,
Woodford Shale and Granite Wash formation.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes “forward-looking statements.” All
statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements that
involve a number of risks and uncertainties. These statements may
include statements regarding the proposed acquisition of MWE by
MPLX, the expected timetable for completing the transaction,
benefits and synergies of the transaction, future opportunities for
the combined company and any other statements regarding MWE’s and
MPLX’s future operations, anticipated business levels, future
earnings and distributions, planned activities, anticipated growth,
market opportunities, strategies and competition. All such
forward-looking statements involve estimates and assumptions that
are subject to a number of risks, uncertainties and other factors
that could cause actual results to differ materially from those
expressed or implied in such statements. Factors that could cause
or contribute to such differences include: factors relating to the
satisfaction of the conditions to the proposed transaction,
including regulatory approvals and the required approval of MWE’s
unitholders; the parties’ ability to meet expectations regarding
the timing and tax treatment of the proposed transaction; the
possibility that the combined company may be unable to achieve
expected synergies and operating efficiencies in connection with
the transaction within the expected time-frames or at all; the
integration of MWE being more difficult, time-consuming or costly
than expected; the effect of any changes resulting from the
proposed transaction in customer, supplier and other business
relationships; general market perception of the proposed
transaction; exposure to lawsuits and contingencies associated with
MPLX; the ability to attract and retain key personnel; prevailing
market conditions; changes in the economic and financial conditions
of MWE and MPLX; uncertainties and matters beyond the control of
management; and the other risks discussed in the periodic reports
filed with the SEC, including MWE’s and MPLX’s Annual Reports on
Form 10-K for the year ended December 31, 2014 and MWE’s Report on
Form 10-Q for the quarter ended September 30, 2015. These risks, as
well as other risks associated with MWE, MPLX and the proposed
transaction are also more fully discussed in the proxy statement
and prospectus included in the registration statement on Form S-4
filed with the SEC by MPLX and declared effective by the SEC on
October 29, 2015 and the supplement to the proxy
statement/prospectus dated November 17, 2015. MWE has mailed the
proxy statement/prospectus to its unitholders. The forward-looking
statements should be considered in light of all these factors. In
addition, other risks and uncertainties not presently known to MWE
or MPLX or that MWE or MPLX considers immaterial could affect the
accuracy of the forward-looking statements. The reader is cautioned
not to rely unduly on these forward-looking statements. MWE and
MPLX do not undertake any duty to update any forward-looking
statement except as required by law.
Additional Information and Where to Find It
In connection with the proposed acquisition, MWE and MPLX have
filed relevant materials with the SEC, including MPLX’s
registration statement on Form S-4 that includes a definitive joint
proxy statement and a prospectus and was declared effective by the
SEC on October 29, 2015 and a supplement to the proxy
statement/prospectus dated November 17, 2015. Investors and
security holders are urged to read all relevant documents filed
with the SEC, including the definitive joint proxy statement and
prospectus, because they contain important information about the
proposed transaction. Investors and security holders are able to
obtain the documents free of charge at the SEC’s website,
http://www.sec.gov, or for free from MPLX LP at its website,
http://ir.mplx.com, or in writing at 200 E. Hardin Street, Findlay,
Ohio 45840, Attention: Corporate Secretary, or for free from MWE by
contacting Investor Relations by phone at 1-(866) 858-0482 or by
email at investorrelations@markwest.com.
Participants in the Solicitation
MPLX and MWE and their respective directors and executive
officers and certain employees may be deemed to be participants in
the solicitation of proxies from the holders of MWE common units
with respect to the proposed transaction. Information about MPLX’s
directors and executive officers is available in MPLX’s Annual
Report on Form 10-K filed with the SEC on February 27, 2015 and
MPLX’s current report on Form 8-K, as filed with the SEC on March
9, 2015. Information about MWE’s directors and executive officers
is set forth in the proxy statement for MWE’s 2015 Annual Meeting
of Common Unitholders, which was filed with the SEC on April 23,
2015 and MWE’s current reports on Form 8-K, as filed with the SEC
on May 5, 2015, May 19, 2015 and June 8, 2015, and in the
definitive joint proxy statement filed by MPLX, which was declared
effective by the SEC on October 29, 2015, and the supplement to the
proxy statement/prospectus dated November 17, 2015. To the extent
holdings of MWE securities have changed since the amounts contained
in the definitive joint proxy statement filed by MPLX, which was
declared effective by the SEC on October 29, 2015, and the
supplement to the proxy statement/prospectus dated November 17,
2015, 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 interest of such
participants by reading the definitive joint proxy statement and
prospectus regarding the acquisition. These documents may be
obtained free of charge from the SEC’s website http://www.sec.gov,
or from MWE and MPLX using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151118005996/en/
MarkWest Energy Partners, L.P.Joshua Hallenbeck, (866)
858-0482
(NYSE:MWE)
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