TPC Group Inc. Announces European Commission Approval of Sale to First Reserve Corporation and SK Capital Partners
09 Novembre 2012 - 9:00PM
TPC Group Inc. (Nasdaq:TPCG), a leading fee-based processor and
service provider of value-added products derived from niche
petrochemical raw materials, today announced that its sale to
affiliates of investment funds sponsored by First Reserve
Corporation and SK Capital Partners has received antitrust
clearance from the European Commission.
With this antitrust clearance from the European Commission, as
well as the early termination of the required waiting period under
the Hart-Scott-Rodino Act, which was announced on September 25,
2012, no further regulatory approvals are required for this
acquisition. The transaction remains subject to the approval of TPC
Group's stockholders and is expected to close in the fourth quarter
of 2012.
As previously announced on November 8, 2012, TPC Group has
entered into an amendment to its previously announced merger
agreement dated August 24, 2012, with entities formed by investment
funds affiliated with First Reserve and SK Capital. Under the terms
of the amended agreement, TPC Group stockholders are eligible to
receive $45.00 per share in cash for each share of TPC Group common
stock that they own.
TPC Group's Board of Directors recommends that TPC Group
stockholders vote in favor of adopting the merger agreement (as
amended) at the special meeting of stockholders, which is scheduled
to occur on December 5, 2012 at the offices of Baker Botts L.L.P.,
32nd Floor, One Shell Plaza, 910 Louisiana Street, Houston, Texas
77002, at 9:00 a.m. Central time. Stockholders of record as of the
close of business on November 1, 2012, are entitled to vote at the
special meeting.
Perella Weinberg Partners LP is serving as financial advisor to
TPC Group, and Baker Botts L.L.P. is serving as legal counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the special committee of the TPC Group's Board of
Directors.
About TPC Group
TPC Group Inc. is a leading producer of value-added products
derived from niche petrochemical raw materials, such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast region. The Company sells its
products into a wide range of performance, specialty and
intermediate markets, including synthetic rubber, fuels, lubricant
additives, plastics and surfactants. Headquartered in Houston,
Texas, and with an operating history of over 68 years, the Company
has manufacturing facilities in the industrial corridor adjacent to
the Houston Ship Channel, Port Neches and Baytown, Texas and
operates a product terminal in Lake Charles, Louisiana. For more
information, visit the Company's website at
http://www.tpcgrp.com.
The TPC Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9551
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger. TPC Group filed a definitive proxy
statement with the SEC on November 5, 2012 in connection with the
proposed merger. Investors and security holders of TPC
Group are urged to carefully read the definitive proxy statement
because it contains important information about the
transaction.
The definitive proxy statement was mailed to TPC Group's
stockholders seeking their approval of the proposed merger on or
about November 5, 2012. Investors and security holders may
obtain a free copy of the definitive proxy statement, and other
documents filed by TPC Group with the SEC, at the SEC's website at
www.sec.gov. Free copies of the documents filed with the SEC by TPC
Group will be available on TPC Group's website at
www.tpcgrp.com under the "Investors" tab, by directing a request to
TPC Group, Attention: Investor Relations, 5151 San Felipe, Suite
800, Houston, Texas 77056, or by calling (713) 627-7474. Investors
may also read and copy any reports, statements and other
information filed with the SEC at the SEC public reference room at
100 F Street N.E., Room 1580, Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room.
TPC Group and its directors, executive officers and certain
members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
in connection with the proposed merger. Information concerning
the interests of the persons who may be participants in the
solicitation is set forth in the definitive proxy
statement. Information concerning beneficial ownership of TPC
Group stock by its directors and certain executive officers is
included in its proxy statement relating to its 2012 annual meeting
of stockholders filed with the SEC on April 26, 2012 and subsequent
statements of changes in beneficial ownership on file with the
SEC.
Forward-Looking Statements
This communication contains forward-looking statements, which
are subject to risks, uncertainties, assumptions and other factors
that are difficult to predict and that could cause actual results
to vary materially from those expressed in or indicated by them.
Factors that could cause actual results to differ materially
include, but are not limited to (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (2) the outcome of any legal
proceedings instituted against TPC Group and others following
announcement of the merger agreement; (3) the inability to complete
the proposed merger due to the failure to satisfy the conditions to
the merger, including obtaining the approval of TPC Group's
stockholders, antitrust clearances and other closing conditions;
(4) risks that the proposed merger disrupts current plans and
operations of TPC Group; (5) potential difficulties in employee
retention as a result of the proposed merger; (6) the ability to
recognize the benefits of the proposed merger; (7) legislative,
regulatory and economic developments; and (8) other factors
described in TPC Group's filings with the SEC. Many of the factors
that will determine the outcome of the subject matter of this
communication are beyond the ability of TPC Group to control or
predict. TPC Group can give no assurance that the conditions to the
merger will be satisfied. Except as required by law, TPC Group
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise. TPC
Group is not responsible for updating the information contained in
this communication beyond the published date, or for changes made
to this communication by wire services or Internet service
providers.
CONTACTS: For TPC Group
Investor Relations
Contact: Miguel Desdin
Email: miguel.desdin@tpcgrp.com
Phone: 713-627-7474
-or-
Contact: Scott Winter / Larry Miller
Innisfree M&A Incorporated
Phone: (212) 750-5833
Media Inquiries
Contact: Meaghan Repko / James Golden
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
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