Unitholders Encouraged to Vote Now, Ahead of
December 1, 2015 Meeting
MarkWest Energy Partners, L.P. (NYSE: MWE) (MarkWest) announced
today that Glass Lewis & Co., LLC (“Glass Lewis”), and
Egan-Jones Proxy Services (“Egan-Jones”), two independent proxy
advisory firms, have issued reports recommending that MarkWest
unitholders vote “FOR” the combination of MarkWest and MPLX (NYSE:
MPLX). The recommendations of Glass Lewis and Egan-Jones follow
Institutional Shareholder Services Inc.’s (ISS) recent report that
also recommended that MarkWest unitholders vote “FOR” the
MarkWest-MPLX combination.
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In making its recommendation, Glass Lewis’ report, issued on
Nov. 19, 2015, stated:
“In terms of strategic and financial considerations, we believe
the merger presents an opportunity for MarkWest to enhance scale,
accelerate growth and diversify operations across the value chain
of upstream, midstream and downstream activities. The merger
combines MarkWest's premier position in the Marcellus and Utica
Shales with Marathon's and MPLX's premier downstream assets.
Together, the partnerships expect to capitalize on significant
strategic opportunities and commercial synergies. From MarkWest's
perspective, the combination offers additional stability in a
challenging environment in the form of greater diversification and
enhanced cash flows, as well as a strong partner in Marathon with
an investment-grade balance sheet, significant liquidity and cash
flow.”
Furthermore, Glass Lewis stated:
“Combined, the partnerships stand to realize greater scale,
financial strength, diversity of operations and accelerated growth,
among other benefits, than MarkWest could likely realize on its
own. As a result, we believe the merger will ultimately lead to
enhanced financial performance and superior value for unitholders.
Considering that the merger consideration represented a compelling
value at the time of the announcement, despite the significant
decline in such implied value post-announcement, in light of the
recent negative returns for the sector overall and the enhancements
made by increasing the cash consideration, as well as our opinion
that the strategic benefits of the combination remain largely
intact, we believe the merger remains advisable.”
“The recommendations from the three major independent proxy
advisory firms further support the strategic and financial logic of
this merger,” stated Frank Semple, Chairman, President and Chief
Executive Officer of MarkWest Energy GP, L.L.C. “We believe that by
joining together with MPLX, we’ll be able to drive tremendous value
for our producer customers, and superior, long-term returns for our
unitholders. We strongly recommend unitholders vote 'FOR' the
transaction and related matters and submit their proxy as soon as
possible.”
Unitholders can submit their proxies 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.
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 December
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.
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 Nov. 18, 2015, MarkWest completed 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.
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 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 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 MWE by
contacting Investor Relations by phone at 1-(866) 858-0482 or by
email at investorrelations@markwest.com or for free from MPLX at
its website, http://ir.mplx.com, or in writing at 200 E. Hardin
Street, Findlay, Ohio 45840, Attention: Corporate Secretary.
Participants in Solicitation
MWE and its directors and executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the holders of common units with respect to the
proposed transaction. 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 prospectus filed by MPLX on October 30, 2015 and the
related Registration Statement on Form S-4, which was declared
effective by the SEC on October 29, 2015 and the supplement to the
proxy statement/prospectus dated November 17, 2015. 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. To the extent holdings of securities have
changed since the amounts contained in the definitive proxy
statement filed by MWE, 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 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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151120005518/en/
MarkWest Energy Partners, L.P.Frank Semple,
866-858-0482Chairman, President & CEOorNancy Buese,
866-858-0482Executive VP & CFOorJosh Hallenbeck, 866-858-0482VP
of Finance & Treasurerinvestorrelations@markwest.com
(NYSE:MWE)
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