UGI Corporation (NYSE: UGI; “UGI”) and AmeriGas Partners, L.P. (NYSE: APU; “AmeriGas”) announced today that, in connection with UGI’s proposed merger between a subsidiary of UGI and AmeriGas, the deadline for record holders of AmeriGas common units to elect the form of consideration they wish to receive in connection with the merger, subject to proration, is 5:00 p.m. Eastern Daylight Time on August 20, 2019 (the “Election Deadline”), which is based on the current expectation that the merger will be completed on August 21, 2019.
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Accordingly, an election will be valid only if a properly completed and signed election form and letter of transmittal, together with all required documents and materials set forth in the election form and letter of transmittal and the instructions thereto, is received by Computershare Trust Company, N.A., the exchange agent for the merger, by 5:00 p.m. Eastern Daylight Time on August 20, 2019. AmeriGas commenced the mailing of such materials to AmeriGas unitholders on July 19, 2019. AmeriGas unitholders who hold their units through a bank, broker or other nominee may be subject to an earlier deadline and should carefully read the instructions from their bank, broker or nominee regarding making elections for their units. AmeriGas unitholders with questions should contact Innisfree M&A Incorporated, the information agent and proxy solicitor for the merger, toll free at (888) 750-5834.
The Election Deadline does not impact the deadline for AmeriGas unitholders to vote on the merger agreement, which will be considered at the special meeting of AmeriGas unitholders on August 21, 2019 (the “Special Meeting”). All AmeriGas unitholders are encouraged to vote their units as soon as possible if they have not already done so.
About UGI Corporation
UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes propane both domestically and internationally, manages midstream energy and electric generation assets in Pennsylvania, Ohio and West Virginia, and engages in energy marketing in eleven eastern states, the District of Columbia and internationally in France, Belgium, the Netherlands and the UK. UGI, through subsidiaries, is the sole general partner and owns approximately 26% of AmeriGas, the nation's largest retail propane distributor.
About AmeriGas Partners, L.P.
AmeriGas Partners, L.P. is the nation’s largest retail propane marketer, serving over 1.7 million customers in all 50 states from approximately 1,900 distribution locations. UGI, through subsidiaries, is currently the sole general partner and owns approximately 26% of AmeriGas, with the public owning the remaining 74%. Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com.
All statements in this press release (and oral statements made regarding the subjects of this communication) other than historical facts are forward-looking statements. The safe harbor provisions under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 do not apply to forward-looking statements made or referred to in this release. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of UGI and AmeriGas, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, the anticipated completion of the proposed merger and the timing thereof. While UGI believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the merger and any recent or future transactions, including certain integration risks relating to the acquisition of Columbia Midstream Group, LLC by UGI Energy Services, LLC; the possible diversion of management time on merger-related issues; the risk that the requisite approvals to complete the merger are not obtained; local, regional and national economic conditions and the impact they may have on UGI, AmeriGas and their customers; changes in tax laws that impact MLPs and the continued analysis of recent tax legislation; conditions in the energy industry, including cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil as well as increased customer conservation measures; adverse weather conditions; the financial condition of UGI’s and AmeriGas’ customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships; changes in safety, health, environmental and other regulations; liability for uninsured claims and for claims in excess of insurance coverage; domestic and international political, regulatory and economic conditions in the U.S. and in foreign countries, including the current conflicts in the Middle East; foreign currency exchange rate fluctuations (particularly the euro); the timing of development of Marcellus Shale gas production; the results of any reviews, investigations or other proceedings by government authorities; addressing any reviews, investigations or other proceedings by government authorities or shareholder actions, including, but not limited to, pending litigation relating to the merger with AmeriGas; the performance of AmeriGas; and the interruption, disruption, failure, malfunction or breach of UGI’s or AmeriGas’ information technology systems, including due to cyber-attack.
These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in each of UGI’s and AmeriGas’ Annual Reports on Form 10-K for the fiscal year ended September 30, 2018, and those set forth from time to time in each entity’s filings with the Securities and Exchange Commission (“SEC”), which are available at www.ugicorp.com and www.amerigas.com, respectively. Except as required by law, UGI and AmeriGas expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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.
Additional Information and Where You Can Find It
In connection with the proposed merger, UGI and AmeriGas have each filed with the SEC a Current Report on Form 8-K that contains, among other things, a copy of the merger agreement and the support agreement related to the proposed merger. UGI and AmeriGas, as applicable, have also filed with the SEC a registration statement on Form S-4, including a proxy statement/prospectus, and other related documents, including a Schedule 13E-3, with the SEC (collectively, with any other documents that have been or may be filed relating to the proposed merger, the “Disclosed Documents”). This press release is not a substitute for the Disclosed Documents. BEFORE MAKING ANY VOTING DECISION OR ELECTION, SECURITY HOLDERS OF AMERIGAS ARE ADVISED TO CAREFULLY READ THE DISCLOSED DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, THE PARTIES TO THE MERGER AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive proxy statement/prospectus has been sent to AmeriGas unitholders as of the July 1, 2019 record date for voting in the Special Meeting. Investors and security holders may obtain a free copy of the Disclosed Documents from the SEC’s website at www.sec.gov. Security holders and other interested parties are also able to obtain, without charge, a copy of the Disclosed Documents from www.ugicorp.com under the tab “Investor Relations” and then under the heading “SEC Filings.”
Participants in the Solicitation
UGI, AmeriGas, the AmeriGas Propane, Inc., the general partner of AmeriGas, and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the merger. Information about these persons is set forth in UGI’s proxy statement relating to its 2019 Annual Meeting of Shareholders, which was filed with the SEC on December 20, 2018, and AmeriGas’ Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which was filed with the SEC on November 20, 2018, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the proxy statement/prospectus and other relevant documents regarding the merger, which has been filed with the SEC.
Brendan Heck, 610-337-1000, ext. 6608
Alanna Zahora, 610-337-1000, ext. 1004
Shelly Oates, 610-337-1000, ext. 3202