Energy Transfer Partners, L.P. (NYSE:ETP) and Sunoco, Inc. (NYSE:SUN) today announced the preliminary results of the elections made by Sunoco shareholders regarding the form of merger consideration to be received in connection with ETP’s pending acquisition of Sunoco, which is currently expected to be completed on October 5, 2012.
As previously announced, under the terms of the merger agreement, Sunoco shareholders were able to receive, for each Sunoco common share they owned, a combination of $25.00 in cash and 0.5245 of an ETP common unit (the “Standard Mix of Consideration”). In lieu of receiving the Standard Mix of Consideration, Sunoco shareholders, for each Sunoco common share they owned, could make an election to receive $50.00 in cash (the “Cash Consideration”) or 1.0490 ETP common units (the “Unit Consideration”), with such Cash Consideration and Unit Consideration subject to proration in accordance with the merger agreement.
Based on available information as of the election deadline of 5:00 p.m., New York time, on October 1, 2012, the preliminary election results were as follows:
- holders of approximately 2,733,842 Sunoco shares, or approximately 2.61% of the outstanding Sunoco shares, elected to receive the Standard Mix of Consideration (which includes 538,007 shares of common stock subject to guaranteed delivery procedures);
- holders of approximately 77,474,401 Sunoco shares, or approximately 73.92% of the outstanding Sunoco shares, elected to receive the Cash Consideration (which includes approximately 16,851,529 shares of common stock subject to guaranteed delivery procedures);
- holders of approximately 4,451,739 Sunoco shares, or approximately 4.25% of the outstanding Sunoco shares, elected to receive the Unit Consideration (which includes approximately 17,866 shares of common stock subject to guaranteed delivery procedures); and
- holders of approximately 20,147,879 Sunoco shares, or approximately 19.22% of the outstanding Sunoco shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and, therefore are deemed to have elected the Standard Mix of Consideration.
Because the Cash Consideration is oversubscribed, holders of Sunoco shares electing to receive the Cash Consideration will receive a combination of cash and ETP common units as set forth in the merger agreement.
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