Marathon, Andeavor shareholders approve merger

Shareholders of both Marathon Petroleum Corp. and US independent Andeavor, formerly Tesoro Corp., have voted to approve the combination of the two companies to create the largest US refiner by capacity and one of the top five largest refiners globally (OGJ Online, Apr. 30, 2018).

At separate special stockholders’ meetings held on Sept. 24, Marathon shareholders approved issuance of shares of the company’s common stock, while Andeavor shareholders voted to approve adoption of the previously announced agreement and plan of merger, the companies said.

Marathon’s proposal to issue shares in connection with the transaction was supported by about 98% of votes cast, representing about 73% of the company’s outstanding shares.

Andeavor’s proposal to approve the transaction was supported by about 99% of votes cast, representing about 74% of Andeavor’s outstanding shares.

“We are pleased that the shareholders of both companies voted overwhelmingly in support of this transaction,” said Gary R. Heminger, Marathon’s chairman and chief executive officer. “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.”

Separately, at Marathon’s special meeting, shareholders did not approve the company’s proposal to increase the size of its board of directors by two members.

With approval by both companies’ shareholders satisfying one of the final conditions to the closing of the pending merger, Marathon and Andeavor said they expect to finalize the transaction on Oct. 1, subject to satisfaction or waiver of remaining customary conditions to closing.

Combined with Marathon’s six existing refineries in the US Gulf Coast and Midwest, the united company would operate 16 US refineries with an overall throughput capacity of more than 3 million b/d.

The proposed merger follows Andeavor’s acquisition of Western Refining Inc. completed on June 1, 2017, after which Andeavor now owns 10 refineries with a combined refining capacity of more than 1.1 million b/sd (1.05 million b/cd) (OGJ Online, Aug. 1, 2017).

Contact Robert Brelsford at [email protected].