Launches New Website,
MaximizeValueforMMLP.com
Martin Midstream GP LLC Board and Conflicts
Committee Urge Unitholders to use the WHITE Proxy Card to
Vote “FOR” the Transaction, Which Will Deliver a 34% All-Cash
Premium
Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) today
announced it has filed a definitive proxy statement with the U.S.
Securities and Exchange Commission in connection with Martin
Resource Management Corporation’s (“MRMC”) pending acquisition of
all of the outstanding MMLP common units other than common units
already owned by MRMC and its subsidiaries, in an all-cash merger
transaction whereby each unitholder will receive $4.02 per common
unit. MMLP also launched a website, MaximizeValueforMMLP.com, which
highlights the terms and benefits of the transaction and provides
voting instructions for eligible unitholders.
The MMLP Special Meeting of unitholders is scheduled to take
place on December 30, 2024, at 10:00 a.m. CT, at MMLP’s office
located at 4200 B Stone Road, Kilgore, Texas 75662. Unitholders of
record as of November 8, 2024 are entitled to vote at the meeting.
All eligible unitholders will receive a copy of the definitive
proxy statement in the mail, along with instructions on how to vote
their units.
“The filing of the definitive proxy statement is an important
milestone as we advance towards completing the transaction,” said
Bob Bondurant, President and Chief Executive Officer of Martin
Midstream GP LLC, the general partner of the Partnership (the
“General Partner”). “The Conflicts Committee of the Board of
Directors of the General Partner (the “GP Board”), which consists
of three independent directors, conducted a thorough, nine-month
evaluation with the support of independent legal and financial
advisors and was diligent about considering the best path forward
for MMLP. Ultimately, after extensive negotiations that resulted in
a significantly improved proposal from MRMC, the Conflicts
Committee unanimously and in good faith determined that the pending
merger is fair and reasonable to, and in the best interests of,
MMLP and the unaffiliated holders of MMLP common units. The
transaction will deliver for unitholders a 34.00% premium to the
market closing price prior to MRMC’s initial proposal on May 24,
2024, and an 11.33% premium to the trailing 30-trading day
volume-weighted average price as of October 3, 2024, the date the
merger agreement was executed. Notably, the transaction will
deliver nearly a dollar more per unit than MRMC’s initial proposal.
This is a terrific outcome for MMLP unitholders and the Conflicts
Committee and the GP Board are unanimous in their support of the
pending transaction.”
The Conflicts Committee and the GP Board unanimously recommend
that unitholders use the WHITE proxy card or WHITE
voting instruction form to vote “FOR” the proposal to
approve the transaction and the merger agreement.
Additional information, including copies of the materials mailed
to all eligible MMLP unitholders, is available at
MaximizeValueforMMLP.com.
Advisors
The Conflicts Committee engaged Munsch Hardt Kopf & Harr,
P.C., Potter Anderson & Corroon LLP, and Houlihan Lokey, Inc.
as its legal and financial advisors. MRMC engaged Baker Botts
L.L.P. and Wells Fargo Securities, LLC as its legal and financial
advisors.
About MMLP
Martin Midstream Partners L.P. (NASDAQ: MMLP) headquartered in
Kilgore, Texas, is a publicly traded limited partnership with a
diverse set of operations focused primarily in the Gulf Coast
region of the United States. MMLP’s primary business lines include:
(1) terminalling, processing, and storage services for petroleum
products and by-products; (2) land and marine transportation
services for petroleum products and by-products, chemicals, and
specialty products; (3) sulfur and sulfur-based products
processing, manufacturing, marketing, and distribution; and (4)
marketing, distribution, and transportation services for natural
gas liquids and blending and packaging services for specialty
lubricants and grease. To learn more, visit www.MMLP.com. Follow
Martin Midstream Partners L.P. on LinkedIn, Facebook, and X
(formerly known as Twitter).
About MRMC
MRMC, through its various subsidiaries, is an independent
provider of marketing and distribution of hydrocarbon and
hydrocarbon by-products including asphalt, diesel, natural gas
liquids (“NGLs”), crude oil, base and process oils, and other bulk
tank liquids. Martin Resource LLC is a wholly owned subsidiary of
MRMC that does not engage in any business other than owning 100% of
the equity interests in the General Partner. Cross Oil Refining
& Marketing, Inc. is a wholly owned subsidiary of MRMC and is
engaged in the business of providing base and process oils. Martin
Product Sales LLC is a wholly owned subsidiary of MRMC and is
engaged in the business of marketing and distributing commodities
including asphalt, NGLs, and other petroleum based products.
FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” as
defined by the Securities and Exchange Commission (the “SEC”).
Forward-looking statements are identified by words such as
“anticipate,” “believe,” “expect,” “intend,” “may,” “plan,”
“should,” “will” or similar expressions. These forward-looking
statements and all references to the transaction described herein
rely on a number of assumptions concerning future events and are
subject to a number of uncertainties, including (i) the ability of
the parties to consummate the transaction in the anticipated
timeframe or at all, including MRMC’s ability to fund the aggregate
merger consideration; risks related to the satisfaction or waiver
of the conditions to closing the transaction in the anticipated
timeframe or at all; risks related to obtaining the requisite
regulatory approval and MMLP unitholder approval; disruption from
the transaction making it more difficult to maintain business and
operational relationships; significant transaction costs associated
with the transaction; and the risk of litigation and/or regulatory
actions related to the transaction, (ii) uncertainties relating to
MMLP’s future cash flows and operations, (iii) MMLP’s ability to
pay future distributions, (iv) future market conditions, (v)
current and future governmental regulation, (vi) future taxation,
and (vii) other factors, many of which are outside MMLP’s control,
which could cause actual results to differ materially from such
statements. While MMLP believes that the assumptions concerning
future events are reasonable, it cautions that there are inherent
difficulties in anticipating or predicting certain important
factors. A discussion of these factors, including risks and
uncertainties, is set forth in MMLP’s annual and quarterly reports
filed from time to time with the SEC as well as MMLP’s definitive
proxy statement filed with the SEC on November 27, 2024.
Forward-looking statements speak only as of the date they are made,
and MMLP disclaims any intention or obligation to revise any
forward-looking statements, including financial estimates, whether
as a result of new information, future events, or otherwise except
where required to do so by law.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
In connection with the proposed merger, MMLP has filed with the
SEC and furnished to MMLP’s unitholders the definitive proxy
statement on Schedule 14A and a proxy card. MMLP, MRMC and certain
of their affiliates have jointly filed a transaction statement on
Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. This material
is not a substitute for the Merger Agreement, the proxy statement
or the Schedule 13E-3 or for any other document that MMLP has filed
with the SEC in connection with the proposed transaction. The final
proxy statement was mailed to MMLP’s unitholders on or about
November 27, 2024 to the unitholders of record as of the close of
business on November 8, 2024. BEFORE MAKING ANY VOTING DECISION,
MMLP’S UNITHOLDERS ARE URGED TO READ THE MERGER AGREEMENT, THE
PROXY STATEMENT AND THE SCHEDULE 13E-3 AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR SCHEDULE 13E-3
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain free copies of the
proxy statement and other relevant documents filed with the SEC by
MMLP through the website maintained by the SEC at www.sec.gov. In
addition, the proxy statement, the Schedule 13E-3, and other
documents filed with the SEC by MMLP are available free of charge
through MMLP’s website at www.MMLP.com, in the “Investor Relations”
tab, or by contacting MMLP’s Investor Relations Department at (877)
256-6644.
PARTICIPANTS IN THE SOLICITATION
MMLP and the directors and executive officers of MMLP’s general
partner, and MRMC and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from
MMLP’s unitholders in respect of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the unitholders of MMLP
in connection with the proposed transaction, including a
description of their direct or indirect interests, by security
holdings or otherwise, are included in the proxy statement, as
filed with the SEC on November 27, 2024, and other relevant
materials filed with the SEC. Information about the directors and
executive officers of MMLP’s general partner and their ownership of
MMLP common units is also set forth in MMLP’s Form 10-K for the
year ended December 31, 2023, as previously filed with the SEC on
February 21, 2024. To the extent that their holdings of MMLP’s
common units have changed since the amounts set forth in MMLP’s
Form 10-K, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Free copies of these documents may be obtained as described in the
paragraphs above.
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version on businesswire.com: https://www.businesswire.com/news/home/20241202256827/en/
Investor Relations Contact: Sharon Taylor Executive Vice
President and Chief Financial Officer (877) 256-6644
ir@mmlp.com
Media Contact: Andrew Siegel / Melissa Johnson / Jenna
Shinderman Joele Frank 212.355.4449
Martin Midstream Partners (NASDAQ:MMLP)
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