OLD GREENWICH, Conn., Aug. 22 /PRNewswire-FirstCall/ -- Premcor Inc.
(NYSE: PCO) announced that its indirect, wholly owned subsidiary, The Premcor
Refining Group Inc. ("PRG"), as of 5:00 p.m. Eastern Time on August 19, 2005
(the "Consent Payment Deadline"), had received tenders and consents from the
holders of $173,235,000 of its outstanding 7-3/4% Senior Subordinated Notes
due 2012 (CUSIP 74047PAM6) (the "Notes"), or approximately 99% of the total
principal amount of the Notes outstanding. Notes tendered prior to the
Consent Payment Deadline may no longer be withdrawn and consents delivered
prior to the Consent Payment Deadline may no longer be revoked. This
participation level satisfies the condition of its tender offer and consent
solicitation (the "Offer") that it receive valid consents to the proposed
amendments to the indenture under which the Notes were issued from registered
holders of not less than a majority of the aggregate outstanding principal
amount of the Notes. The terms and conditions of the Offer are more fully set
forth in the PRG's Offer to Purchase and Consent Solicitation Statement, dated
August 8, 2005 (the "Statement") and related Letter of Transmittal and
Consent.
Holders who validly tendered Notes and delivered consents at or prior to
the Consent Payment Deadline, and did not validly withdraw such Notes and
whose Notes are acquired pursuant to the Offer will be paid a purchase price
of $1,096.73 per $1,000 principal amount of Notes (the "Total Purchase
Price"), which was calculated as described in Annex A to the Statement.
Holders who validly tender Notes after the Consent Payment Deadline and at
or prior to the Expiration Date (defined below) will receive $1,051.73 per
$1,000 principal amount of Notes (the "Purchase Price") which is equal to the
Total Purchase Price, minus a consent payment of $45 per $1,000 principal
amount. Holders that have validly tendered and delivered their consents and
have not validly withdrawn such Notes and related consents and whose Notes are
accepted for purchase will receive accrued and unpaid interest from the last
interest payment date to, but not including, the Settlement Date. The Offer
will expire at 12:00 (midnight), Eastern Time, on September 2, 2005 (the
"Expiration Date"), unless extended or earlier terminated. The Settlement
Date is expected to be the first business day following the Expiration Date.
PRG is making the Offer in connection with a proposed merger (the
"Merger") between Valero Energy Corporation ("Valero") and Premcor Inc. If the
Merger is completed, PRG will become an indirect, wholly owned subsidiary of
Valero. The tender offer and consent solicitation are conditioned upon, among
other things, completion of the Merger. There is no guarantee that the Merger
will be completed. Completion of the Merger is subject to customary
conditions, including approval of the Premcor stockholders and the expiration
or termination of the Hart-Scott-Rodino waiting period, however, the Merger is
not dependent upon consummation of the Offer.
PRG has engaged Barclays Capital Inc. as Dealer Manager for the tender
offer and consent solicitation. Persons with questions regarding the tender
offer or the consent solicitation are directed to Barclays Capital, toll-free
at 866-307-8991 or collect at 212-412-4072 (attention: Liability Management).
Georgeson Shareholder c/o Computershare Trust Company of New York is acting as
Depositary. Requests for documents should be directed to Georgeson
Shareholder Communications, Inc., the Information Agent for the tender offer
and consent solicitation, toll-free at 866-391-7007 or collect at
212-440-9800.
This announcement is neither an offer to sell nor a solicitation to
purchase nor a solicitation of a consent with respect to any of the Notes.
The tender offer and consent solicitation are being made solely by the
Statement and related Letter of Transmittal and Consent.
About Premcor Inc.
Premcor is one of the largest independent petroleum refiners and suppliers
of unbranded transportation fuels, heating oil, petrochemical feedstocks,
petroleum coke and other petroleum products in the United States. Premcor
currently owns and operates four refineries in Port Arthur, Texas; Lima, Ohio;
Memphis, Tennessee; and Delaware City, Delaware, with a total throughput
capacity of approximately 800,000 barrels per day. Please visit
http://www.premcor.com for more information.
About Valero Energy Corporation
Valero Energy Corporation is a Fortune 500 company based in San Antonio,
with approximately 20,000 employees and annual revenue of approximately $55
billion. Valero owns and operates 14 refineries throughout the United States,
Canada and the Caribbean. Valero's refineries have a combined throughput
capacity of approximately 2.5 million barrels per day, which represents
approximately 12 percent of the total U.S. refining capacity. Valero is also
one of the nation's largest retail operators with more than 4,700 retail and
branded wholesale outlets in the United States, Canada and the Caribbean under
various brand names including Diamond Shamrock, Shamrock, Ultramar, Valero,
and Beacon. Please visit http://www.valero.com for more information.
SOURCE Premcor Inc.
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Related links:
http://www.premcor.com
http://www.valero.com
CONTACT:
Media/Investors: Karyn Ovelmen,
+1-203-698-5669, or Investors: Colin Murray, +1-203-698-5921,
both of Premcor Inc.
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