LONDON, May 8, 2017 /PRNewswire/ -- VTTI Energy
Partners LP (NYSE: VTTI) (the "Partnership") announced today that
it has entered into a definitive merger agreement with VTTI B.V.
("VTTI") pursuant to which VTTI will acquire, for cash, all of the
outstanding publicly held common units of the Partnership, at a
price of US$19.50 per common unit for
an aggregate transaction value of approximately US$481 million. The revised price represents an
increase of US$0.75 when compared to
the offer of US$18.75 per common unit
made by VTTI on March 2, 2017.
In addition, unitholders of the Partnership will continue to
receive regular quarterly distributions of $0.336 per unit for each completed quarter prior
to the closing date.
In connection with the transaction, the board of directors of
the general partner of the Partnership (the "Board of Directors")
established a committee composed of three independent directors
(the "Conflicts Committee") to consider VTTI's offer. Following a
period of discussion with VTTI and its advisors, the Conflicts
Committee approved the merger agreement and determined that the
merger agreement and the transactions contemplated thereby are in
the best interests of the Partnership and the holders of the
Partnership's common units unaffiliated with VTTI. Based on
the recommendation of the Conflicts Committee, the Board of
Directors approved the merger agreement and recommended that the
Partnership's unitholders approve the merger.
The merger is expected to close in the third quarter of 2017,
and is subject to the satisfaction of certain conditions, including
the approval of the merger agreement and the transactions
contemplated thereby by (1) a majority of the outstanding
Partnership common units held by unitholders unaffiliated with
VTTI, voting as a class, and (2) a majority of the outstanding
Partnership subordinated units, voting as a class. VTTI
indirectly owns 100% of the subordinated units and has agreed to
vote its subordinated units in favor of the merger. Upon closing of
the merger, the Partnership will be an indirect wholly owned
subsidiary of VTTI and will cease to be a publicly held
partnership.
Advisors
J.P. Morgan Limited acted as financial advisor to VTTI and
Latham & Watkins LLP acted as its legal advisor with respect to
the transaction. Evercore Partners, Inc. acted as financial
advisor to the Conflicts Committee and Bracewell LLP acted as its
legal counsel.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited
partnership, formed to own, operate, develop and acquire refined
petroleum product and crude oil terminaling and related energy
infrastructure assets on a global scale. The Partnership's assets
include interests in a broad-based portfolio of six terminals that
are strategically located in energy hubs throughout the world with
a combined total storage capacity of 36 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to
own, operate, develop and acquire refined petroleum product and
crude oil terminaling and related energy infrastructure assets on a
global scale. VTTI's assets include interests in a broad-based
portfolio of terminals that are strategically located throughout
the world with a combined total storage capacity of 57 million
barrels.
Forward Looking Statements
This press release contains "forward-looking statements." All
statements, other than statements of historical facts, that address
activities, events or developments that the Partnership expects,
projects, believes or anticipates will or may occur in the future
are forward-looking statements. You are cautioned not to rely on
these forward-looking statements, which speak only as of the date
of this press release. The Partnership undertakes no obligation and
does not intend to update these forward-looking statements to
reflect events or circumstances occurring after this press release.
These statements are based on current expectations of future
events, are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond
the Partnership's control and are difficult to predict. These risks
and uncertainties include the risks that the proposed transaction
may not be consummated or the benefits contemplated therefrom may
not be realized. If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results could
vary materially from our expectations and projections. When
considering these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements found in our
filings with the SEC, which include, but are not limited to, those
found in the Partnership's Annual Report filed on Form 20-F with
the SEC on April 28, 2017.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval with respect to the proposed transaction. This
communication relates to a proposed business combination between
VTTI and the Partnership. In connection with the proposed
transaction, the Partnership will prepare and disseminate a proxy
statement to its unitholders. WE URGE SECURITY HOLDERS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE DISSEMINATED BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. Security holders will be able
to obtain these materials (if and when they are available) free of
charge at the SEC's website, www.sec.gov. In addition, copies of
any documents filed with the SEC may be obtained free of charge
from the Partnership's internet website for investors at
http://www.vttienergypartners.com. Investors and security holders
may also read and copy any reports, statements and other
information filed by the Partnership with the SEC at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC's website for further information
on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the Partnership's
directors and executive officers is available in its Annual Report
on Form 20-F for the year ended December 31,
2016, filed with the SEC on April 28,
2017. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials when they become
available.
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