Valero Energy Corporation Recommends Rejection of Below-Market-Price Mini-Tender Offer by TRC Capital Corporation
SAN ANTONIO--(BUSINESS WIRE)--Nov. 12, 2009-- Valero Energy Corporation (NYSE: VLO) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) made to Valero Energy Corporation (Valero) stockholders to purchase up to 5,000,000 shares of Valero common stock at a price of $16.55 per share. TRCs offer price represents a 4.22% discount below the closing price of Valeros common stock on November 10, 2009, on the New York Stock Exchange, the date of the offer, and the offer is for less than 1% of Valeros outstanding shares of common stock.
Valero recommends that stockholders do not tender their shares of Valero stock in response to TRCs unsolicited mini-tender offer because the offer price is below the current market price of Valeros common stock. If the offer were to expire today, Valero stockholders who tendered their shares would lose money compared to the amount they could make by selling their shares on the open market. Valero urges investors to obtain current market quotations for their shares of Valero common stock, to consult with their financial advisor, and to exercise caution with respect to TRCs offer. Valero is not associated in any way with TRC, the mini-tender offer, or the offer documentation. Valero stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. EST on December 11, 2009.
Valero understands that TRC has made such mini-tender offers for the shares of other companies. Mini-tender offers are third-party offers that seek less than five percent of a companys stock and thereby avoid many investor protections that apply to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. The SEC has issued an investor alert regarding mini-tender offers, noting that in making the offers at below-market prices, bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price. The SECs investor alert may be found on the SEC Website at www.sec.gov/investor/pubs/minitend.htm.
Valero Energy Corporation is a Fortune 500 company based in San Antonio with approximately 22,000 employees and 2008 revenues of $119 billion. The company owns and operates 16 refineries throughout the United States, Canada and the Caribbean with a combined throughput capacity of approximately three million barrels per day, making it the largest refiner in North America. Valero is also a leading ethanol producer with seven ethanol plants in the Midwest with a combined capacity of 780 million gallons per year, and is one of the nations largest retail operators with approximately 5,800 retail and branded wholesale outlets in the United States, Canada and the Caribbean under the Valero, Diamond Shamrock, Shamrock, Ultramar, and Beacon brands. Please visit www.valero.com for more information.
