Alon USA Energy (ALJ) Affirms Receipt of Stock Purchase Proposal from Delek (DK)

October 17, 2016 6:31 AM EDT

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Alon USA Energy, Inc. (NYSE: ALJ) announced that it received an offer from Delek US Holdings, Inc. (NYSE: DK) to acquire all of the Company's outstanding shares of common stock not already owned by Delek in an all-stock transaction at a fixed exchange ratio of 0.44 shares of Delek common stock for each outstanding share of the common stock of Alon. The proposal was submitted to a committee (the "Special Committee") of members of the board of directors of Alon. As previously disclosed, the Special Committee has reviewed a number of strategic alternatives, including a potential business combination with Delek. The Special Committee is comprised of directors independent of Delek.

The Special Committee intends to consider Delek's proposal and determine how to respond. The Special Committee does not intend to disclose or comment further on its analysis or any developments until it determines that such disclosure or comment is appropriate or necessary.

The Special Committee has retained J.P. Morgan as its financial advisor and Gibson Dunn & Crutcher LLP as its legal advisor to assist with its assessment of alternatives.

Any transaction will be subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and the transactions contemplated thereunder by the board of directors of Delek and the Special Committee, as well as Alon's stockholders other than Delek. There can be no assurance that a definitive agreement will be executed or that any transaction will be approved or consummated.

This communication does not constitute an offer to sell any securities. Any such offer will be made only by means of a prospectus, and only if and when a definitive agreement has been entered into by Delek and Alon, pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC").

If Alon and Delek execute a definitive agreement, one or more registration statements, proxy statements, tender offer statements or other filings may be filed with the SEC. If and when applicable, investors and security holders are urged to carefully read the documents filed with the SEC regarding the proposed transaction when they become available, because they will contain important information about Delek, Alon and the proposed transaction. If and when applicable, investors and security holders may obtain a free copy of the proxy statement / prospectus and other documents containing information about Delek and Alon, without charge, at the SEC's website at

Delek, Alon and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Alon's stockholders in connection with the proposed transaction. Information about the directors and executive officers of Delek is set forth in its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 9, 2016. Information about the directors and executive officers of Alon is set forth in Alon's proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 1, 2016. These documents can be obtained without charge at the SEC's website indicated above. Additional information regarding the interests of these participants may be obtained by reading the proxy statement / prospectus regarding the proposed transaction when it becomes available.

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