BRENTWOOD, Tenn., June 29, 2017 (GLOBE NEWSWIRE) -- Delek US Holdings, Inc. (NYSE:DK) (“Delek US”) today
announced that the stockholders of Delek voted to approve all proposals related to Delek US’ acquisition of all of the outstanding
shares of Alon USA Energy, Inc. (NYSE:ALJ) (“Alon”) common stock, which Delek US does not already own, in an all-stock transaction.
Prior to the transaction, Delek US owned approximately 33.7 million shares, or 47 percent, of the common stock of Alon.
At a special meeting of Delek US’ stockholders held today in Franklin, TN, approximately 99 percent of the votes
cast by holders of Delek common stock present in person or represented by proxy and entitled to vote supported the proposal to
issue common stock to Alon stockholders in connection with the proposed acquisition.
As previously disclosed by Alon, at a special meeting of Alon stockholders held on June 28, 2017 in Dallas, TX,
approximately 99 percent of Alon’s outstanding shares present in person or represented by proxy and entitled to vote approved the
adoption of the previously disclosed merger agreement and the transaction. In addition, approximately 99 of the issued and
outstanding shares of Alon common stock beneficially owned by the holders of Alon common stock other than Delek and its affiliates
approved the adoption of the merger agreement and the transaction. Under terms of the agreement, the owners of the
outstanding shares in Alon (other than Delek) will receive a fixed exchange ratio of 0.5040 Delek US shares for each share of Alon,
with cash paid in lieu of fractional shares.
Uzi Yemin, Chairman, President and Chief Executive Officer of Delek US, stated, “We are excited by the
overwhelming approval of this transaction by both Delek US and Alon stockholders. Through this strategic combination, we expect to
create meaningful synergies and unlock logistics value from Alon’s assets through future potential drop downs to Delek Logistics
Partners. We expect the merger to be effective as of July 1, 2017, and we look forward to integrating these companies and taking
advantage of additional opportunities to create value for our shareholders.”
About Delek US Holdings, Inc.
Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining and logistics. The
refining segment consists of refineries operated in Tyler, Texas and El Dorado, Arkansas with a combined nameplate production
capacity of 155,000 barrels per day. Delek US Holdings, Inc. and its affiliates also own approximately 63 percent (including
the 2 percent general partner interest) of Delek Logistics Partners, LP. Delek Logistics Partners, LP (NYSE:DKL) is a
growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets.
Safe Harbor Provisions Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and
uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects,
opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are
“forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements
include, but are not limited to, statements regarding the proposed merger with Alon, integration and transition plans, synergies,
opportunities, anticipated future performance and financial position, and other factors.
Investors are cautioned that the following important factors, among others, may affect these forward-looking
statements. These factors include but are not limited to: risks and uncertainties related to the expected timing and likelihood of
completion of the proposed merger, , the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed
transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to
the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the
market price of Delek US' common stock or Alon's common stock, the risk that the proposed transaction and its announcement could
have an adverse effect on the ability of Delek US and Alon to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems
may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as
effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it
may take longer than expected to achieve those synergies, uncertainty related to timing and amount of future share repurchases and
dividend payments, risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and
the price of the refined petroleum products we ultimately sell; gains and losses from derivative instruments; management's ability
to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions;
acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in
carrying value of the asset; changes in the scope, costs, and/or timing of capital and maintenance projects; operating hazards
inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products; our competitive
position and the effects of competition; the projected growth of the industries in which we operate; general economic and business
conditions affecting the southern United States; and other risks contained in Delek US’ and Alon’s filings with the United
States Securities and Exchange Commission.
Forward-looking statements should not be read as a guarantee of future performance or results and will not be
accurate indications of the times at or by which such performance or results will be achieved. Forward-looking information is
based on information available at the time and/or management's good faith belief with respect to future events, and is subject to
risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the
statements. Delek US undertakes no obligation to update or revise any such forward-looking statements, except as required by
applicable law or regulation.
No Offer or Solicitation
This communication relates to a proposed business combination between Delek US and Alon. This announcement
is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or
the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, Delek Holdco filed a registration statement on Form S-4 with
the SEC (Registration Statement No. 333-216298), which was declared effective by the SEC on May 26, 2017. Delek US and Alon have
filed a joint proxy statement/prospectus and will file other relevant documents concerning the proposed merger with the SEC. Delek
US and Alon began mailing the definitive joint proxy statement/prospectus to their respective security holders on May 30, 2017. The
definitive joint proxy statement/prospectus, dated May 30, 2017, contains important information about Delek US, Alon, the proposed
merger and related matters. This communication is not a substitute for the proxy statement, registration statement, proxy
statement/prospectus or any other documents that Delek US or Alon may file with the SEC or send to stockholders in connection with
the proposed transaction. STOCKHOLDERS OF DELEK US AND ALON ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents,
including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC's
website, http://www.sec.gov. Copies of documents filed with the SEC by Delek US will be made available
free of charge on Delek US’ website at http://www.delekus.com or by contacting Delek US’ Investor Relations Department by phone at
615-435-1366.
Delek US Investor / Media Relations Contact: Keith Johnson Delek US Holdings, Inc. Vice President of Investor Relations 615-435-1366
