Marathon Petroleum Corp. (NYSE: MPC) today provided additional comments regarding the closing of its $21 billion sale of Speedway to 7-Eleven, Inc., a wholly owned, indirect subsidiary of Seven & i Holdings Co., Ltd (3382: Toyko). The parties closed the transaction after all conditions to close were fully satisfied. MPC is in receipt of the $21 billion sale proceeds, and Speedway and its assets are owned by 7-Eleven.
Throughout its thorough evaluation of the transaction, Marathon Petroleum and 7-Eleven worked very cooperatively over many months with the U.S. Federal Trade Commission (FTC) and its staff and will continue to do so going forward. The relevant conditions to close the transaction were satisfied with the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) and the expiration of the parties’ timing agreement with FTC staff, which had been extended multiple times. That timing agreement elapsed overnight, with the FTC electing to take no action on the transaction. Upon satisfaction of all conditions to close, the parties finalized the transaction this morning.
In the hours after the closing, two sets of FTC Commissioners elected to issue separate statements both stating publicly that the FTC had indeed taken no action on the transaction during the HSR Act waiting period. MPC supports 7-Eleven’s position, released earlier today, that the companies were legally allowed to close the Speedway transaction today and statements or implications to the contrary are false.
MPC is pleased to have closed the transaction, is in receipt of the $21 billion sale consideration and remains committed to the capital return plans announced earlier today.
Additional Information Regarding the Tender Offer
The tender offer referenced in MPC’s announcement this morning has not yet commenced. This press release is for informational purposes only. This press release is not a recommendation to buy or sell MPC common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell MPC common stock or any other securities. The tender offer has not yet commenced, and there can be no assurances that MPC will commence the tender offer on the terms described in this news release or at all. On the commencement date of the tender offer, MPC will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The tender offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. When available shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Once the offer is commenced, shareholders will be able to obtain copies of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that MPC will be filing with the SEC at the SEC’s website at www.sec.gov, from MPC’s website at www.marathonpetroleum.com or from the information agent in connection with the tender offer.
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