Marathon Petroleum Corp. (MPC) and Andeavor (ANDV) have entered into a definitive merger agreement under which MPC will acquire all of ANDV's outstanding shares, representing a total equity value of US$23.3 billion and total enterprise value of US$35.6 billion, based on MPC's 27 April 2018, closing price of US$81.43.
ANDV shareholders will have the option to choose 1.87 shares of MPC stock, or US$152.27 in cash subject to a proration mechanism that will result in 15% of ANDV's fully diluted shares receiving cash consideration. This represents a premium of 24.4% to ANDV's closing price on 27 April 2018. MPC and ANDV shareholders will own approximately 66% and 34% of the combined company, respectively. The transaction was unanimously approved by the board of directors of both companies and is expected to close in 2H18, subject to regulatory and other customary closing conditions, including approvals from both MPC and ANDV shareholders.
The headquarters will be located in Findlay, Ohio, US and the combined business will maintain an office in San Antonio, Texas, US.
"This transaction combines two strong, complementary companies to create a leading US refining, marketing, and midstream company, building a platform that is well-positioned for long-term growth and shareholder value creation," said Gary R. Heminger, MPC Chairman and Chief Executive Officer. "Each of our operating segments are strengthened through this transaction, as it geographically diversifies our refining portfolio into attractive markets, increases access to advantaged feedstocks, enhances our midstream footprint in the Permian basin, and creates a nationwide retail and marketing portfolio that will substantially improve efficiencies and enhance our ability to serve customers.
"Importantly, we expect this transaction will be meaningfully accretive for shareholders, generating approximately US$1 billion of tangible annual run-rate synergies within the first three years and significantly enhancing our long-term cash flow generation profile," said Heminger. "Given the confidence in the robust cash flow expected to be generated by the combined business, our board also authorised an incremental US$5 billion of share repurchases. As a combined company, we will continue our balanced approach to investing in the business and returning cash to our investors, while maintaining our commitment to an investment-grade credit profile."
At closing, Greg Goff, ANDV Chairman and Chief Executive Officer will join MPC as Executive Vice Chairman. He will provide leadership and be integrally involved in the strategy for the combined company. Goff, along with three other Andeavor directors, will also join the board of directors of Marathon Petroleum. "With significantly increased scale, a strong platform for our midstream businesses and a leading nationwide retail and marketing distribution portfolio, the combined company presents tremendous value enhancement and growth opportunities for all shareholders," said Goff. "This strategic combination provides our shareholders with a premium for their shares and the opportunity to benefit from substantial future value creation at MPC. As the largest refiner by capacity in the US, with a best-in-class operating capability and a strong capital structure, the combined company will be exceptionally well-positioned to deliver on its synergy and earnings targets. We look forward to working together to deliver on the full potential of this powerful combination."
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