Sept. 24–Shareholders of Marathon Petroleum Corp. on Monday overwhelmingly approved a $23.3 billion acquisition of Texas-based Andeavor, leaving the Findlay-based company a few steps shy of closing the deal that will make it the largest U.S. oil refiner by capacity and one of the top five refiners globally.
Ninety-eight percent of votes representing 73 percent of Marathon’s outstanding shares favored the transaction, the company said. Voting took place at a special meeting of shareholders in Findlay.
While Marathon shareholders were voting, Andeavor shareholders simultaneously were voting in San Antonio with 99 percent of votes representing 74 percent of outstanding shares cast in favor of the deal.
With shareholder approval, Marathon said the acquisition, first announced last April, should close by Oct. 1.
“We are pleased that the shareholders of both companies voted overwhelmingly in support of this transaction,” said Gary Heminger, Marathon chairman and CEO. “As we look forward, we remain focused on the tremendous potential this combination will bring our shareholders and are excited to begin executing our strategy to transform our company and realize our expected synergies,” he added.
The deal gives Marathon, currently the nation’s second-largest refiner of crude oil with six refineries that can process 1.9 million barrels of crude per day, another 10 refineries located throughout the Western states. The combined 16 refineries will give Marathon a refining potential of 3 million barrels per day.
But Andeavor, like Marathon, also is a heavy marketer of refined products with 3,200 convenience stores and 13,000 employees in the West operating under the Arco, SuperAmerica, Shell, Exxon, Mobil, Tesoro, USA Gasoline, and Giant brand names.
Marathon currently has 2,740 convenience stores operated by its Speedway subsidiary.
Andeavor also has access to Western ports and greater access to the Permian oil region in West Texas and the Bakken shale region in North Dakota and Montana, two prime new sources of crude oil.
Marathon has said the combined company is keeping the Marathon name and will stay headquartered in Findlay. But it also will maintain an office in San Antonio.
The two firms are calling the deal a merger even though Marathon is acquiring all of Andeavor’s outstanding shares with a total equity value of $23.3 billion and a total enterprise value of $35.6 billion.
Andeavor shareholders have the option to choose 1.87 shares of Marathon stock or $152.27 in cash. The offer represents a premium of 24.4 percent on Andeavor’s closing price as of April 27.
Andeavor chairman and CEO Greg Goff will be a Marathon executive vice chairman under the deal, and Andeavor will become a master limited partnership known as Andeavor Logistics and controlled by Marathon.
Andeavor’s ticker symbol is changing to ANDX from ANDV.
Contact Blade Business Writer Jon Chavez at firstname.lastname@example.org or 419-724-6128.
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