Adams Resources & Energy, Inc. to be Acquired by an Affiliate of Tres Energy LLC
Adams Resources & Energy (NYSE AMERICAN: AE) has announced a definitive agreement to be acquired by an affiliate of Tres Energy in an all-cash transaction valued at approximately $138.9 million. Stockholders will receive $38.00 per share, representing a 39% premium to the closing price of $27.32 on November 11, 2024, and a 53% premium to the three-month volume-weighted average price. Upon completion, Adams will become private and delist from NYSE American. The transaction, unanimously approved by Adams' Board of Directors, is expected to close in Q1 2025, subject to stockholder approval and customary closing conditions.
Adams Resources & Energy (NYSE AMERICAN: AE) ha annunciato un accordo definitivo per essere acquisita da un'affiliata di Tres Energy in una transazione completamente in contante del valore di circa 138,9 milioni di dollari. Gli azionisti riceveranno 38,00 dollari per azione, che rappresenta un premio del 39% rispetto al prezzo di chiusura di 27,32 dollari dell'11 novembre 2024 e un premio del 53% rispetto al prezzo medio ponderato per volume degli ultimi tre mesi. Una volta completata, Adams diventerà una società privata e sarà esclusa dalla NYSE American. La transazione, approvata all'unanimità dal Consiglio di Amministrazione di Adams, dovrebbe chiudersi nel primo trimestre del 2025, soggetta all'approvazione degli azionisti e alle consuete condizioni di chiusura.
Adams Resources & Energy (NYSE AMERICAN: AE) ha anunciado un acuerdo definitivo para ser adquirida por una filial de Tres Energy en una transacción en efectivo valorada en aproximadamente 138,9 millones de dólares. Los accionistas recibirán 38,00 dólares por acción, lo que representa una prima del 39% sobre el precio de cierre de 27,32 dólares del 11 de noviembre de 2024, y una prima del 53% sobre el precio promedio ponderado por volumen de los últimos tres meses. Una vez completada, Adams se convertirá en una empresa privada y será deslistada de NYSE American. La transacción, aprobada unánimemente por la Junta Directiva de Adams, se espera que se cierre en el primer trimestre de 2025, sujeta a la aprobación de los accionistas y a las condiciones habituales de cierre.
Adams Resources & Energy (NYSE AMERICAN: AE)는 Tres Energy의 계열사에 의해 인수되는 최종 계약을 발표하였으며, 거래 가치는 약 1억 3,890만 달러입니다. 주주들은 주당 38.00 달러를 받게 되며, 이는 2024년 11월 11일 종가인 27.32 달러에 비해 39% 프리미엄에 해당하며, 최근 3개월 평균 거래량 가중 가격에 비해 53% 프리미엄입니다. 거래가 완료되면 Adams는 비상장 회사가 되며 NYSE American에서 상장 폐지될 것입니다. Adams의 이사회에서 만장일치로 승인된 이번 거래는 2025년 1분기에 완료될 것으로 예상되며, 주주 승인과 관례적인 종료 조건에 따릅니다.
Adams Resources & Energy (NYSE AMERICAN: AE) a annoncé un accord définitif pour être acquis par une filiale de Tres Energy dans le cadre d'une transaction entièrement en espèces d'une valeur d'environ 138,9 millions de dollars. Les actionnaires recevront 38,00 dollars par action, ce qui représente une prime de 39% par rapport au prix de clôture de 27,32 dollars du 11 novembre 2024 et une prime de 53% par rapport au prix moyen pondéré par volume des trois derniers mois. Une fois la transaction finalisée, Adams deviendra une société privée et sera retirée de la NYSE American. La transaction, approuvée à l'unanimité par le Conseil d'administration d'Adams, devrait être conclue au premier trimestre 2025, sous réserve de l'approbation des actionnaires et des conditions de clôture habituelles.
Adams Resources & Energy (NYSE AMERICAN: AE) hat eine endgültige Vereinbarung angekündigt, von einem Tochterunternehmen von Tres Energy in einer Bartransaktion übernommen zu werden, die auf etwa 138,9 Millionen Dollar geschätzt wird. Die Aktionäre erhalten 38,00 Dollar pro Aktie, was einem Aufschlag von 39% auf den Schlusskurs von 27,32 Dollar am 11. November 2024 entspricht und einem Aufschlag von 53% auf den volumengewichteten Durchschnittspreis der letzten drei Monate. Nach Abschluss wird Adams privat und wird von der NYSE American gestrichen. Die von Adams' Vorstand einstimmig genehmigte Transaktion wird voraussichtlich im ersten Quartal 2025 abgeschlossen, vorbehaltlich der Genehmigung durch die Aktionäre und der üblichen Abschlussbedingungen.
- All-cash transaction at $38.00 per share, representing a 39% premium
- Total enterprise value of approximately $138.9 million
- 53% premium to three-month volume-weighted average share price
- Delisting from NYSE American
- Loss of public trading status and reduced transparency for stakeholders
Insights
This acquisition deal represents a significant premium for Adams Resources & Energy shareholders, offering
The transition from public to private ownership through Tres Energy should provide operational flexibility and cost savings by eliminating public company compliance requirements. The unanimous board approval and substantial premium suggest a well-negotiated deal that maximizes shareholder value.
Key transaction metrics and timeline:
- Expected closing: Q1 2025
- Required approvals: Stockholder vote, customary closing conditions
- Multiple financial advisors involved: GulfStar Group and Houlihan Lokey, indicating thorough due diligence
This privatization deal aligns with broader industry trends where smaller public companies seek strategic alternatives amid challenging market conditions. For Adams, the decision to go private addresses several strategic imperatives:
- Enhanced operational flexibility without quarterly earnings pressure
- Reduced regulatory compliance costs
- Greater ability to pursue long-term growth initiatives
The transaction timing appears opportunistic, potentially capitalizing on market conditions to secure a favorable valuation for shareholders while providing the company with a partner that can support its long-term growth objectives. The substantial premium indicates strong strategic value recognition by the acquirer.
HOUSTON, Nov. 12, 2024 (GLOBE NEWSWIRE) -- Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”) announced today that it has entered into a definitive agreement to be acquired by an affiliate of Tres Energy LLC (“Buyer”) in an all-cash transaction that values the Company at a total enterprise value (including bank debt and financial leases) of approximately
Under the terms of the agreement, Adams stockholders will receive
“This transaction marks the successful completion of a profitable journey for our shareholders and fulfills our strategic goal to restructure the Company, unlocking more value from our assets and operations. By returning to our roots as a private company in partnership with Buyer, we will gain efficiencies and create new entrepreneurial opportunities for both the Company and our employees,” said Townes G. Pressler, Chairman of the Adams Board of Directors.
Kevin Roycraft, Chief Executive Officer of Adams, said, “We are thrilled to be a part of Buyer’s team. This new chapter will empower us to innovate more freely and focus on our long-term vision without the pressures of being a public company. We believe this partnership will enhance our ability to deliver exceptional value to our customers and employees, and we look forward to embarking on this exciting journey together.”
Approvals and Timing
The Adams Board of Directors has unanimously approved the transaction and recommends that stockholders vote in favor of the transaction. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Adams stockholders.
Advisors
GulfStar Group, Ltd. is serving as financial advisor to Adams, Houlihan Lokey Capital, Inc. is serving as financial advisor to the Adams Board of Directors, and Locke Lord LLP is serving as legal counsel to Adams.
King & Spalding LLP is serving as legal counsel to Tres Energy LLC and its affiliates.
Additional Information About the Proposed Transaction and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between Adams and an affiliate of Buyer. In connection with this proposed transaction, Adams intends to file one or more proxy statements on Schedule 14A or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document Adams may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ADAMS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Adams as applicable.
Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Adams through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Adams will be available free of charge on Adams internet website at www.adamsresources.com/sec-filings or by contacting Adams’ Chief Financial Officer by email at tohmart@adamsresources.com or by phone at 713-881-3609.
Participants in the Solicitation of Proxies
The directors and officers of the Company may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company's directors and officers and their respective interests in the Company by security holdings or otherwise is available in (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on March 13, 2024, (ii) the Company's definitive Proxy Statement on Schedule 14A for its 2024 annual meeting of stockholders, including under the headings “Item 1 -- Election of Directors”, “Executive Officers”, “Summary Compensation Table”, “Compensation Overview”, “2023 Director Compensation”, “Transactions with Related Persons” and “Security Ownership of Certain Beneficial Owners and Management”, which was filed with the SEC on April 1, 2024 and (iii) subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding the interests of such potential participants is or will be included in the Proxy Statement and other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed transaction. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at www.adamsresources.com/sec-filings.
Forward-Looking Statements and Information
This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about Adams’ ability to consummate the proposed transaction and the expected benefits of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the failure to obtain the required vote of Adams’ stockholders, (ii) the timing to consummate the proposed transaction, (iii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iv) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (v) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Adams, (vi) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Adams to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee, (viii) unexpected costs, charges or expenses resulting from the merger, (ix) potential litigation relating to the merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (x) worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and services and impact the Company’s profitability, and (xi) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, cyber-security vulnerabilities, crude oil pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Adams’ filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of Adams’ Annual Report on Form 10-K for the year ended December 31, 2023 and in the Company’s other filings with the SEC.
There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this communication. The Company undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this communication, whether in response to new information, future events, or otherwise, except as required by applicable law.
About Adams Resources & Energy, Inc.
Adams Resources & Energy, Inc. is engaged in crude oil marketing, transportation, terminalling and storage, tank truck transportation of liquid chemicals and dry bulk and recycling and repurposing of off-spec fuels, lubricants, crude oil and other chemicals through its subsidiaries, GulfMark Energy, Inc., Service Transport Company, Victoria Express Pipeline, L.L.C., GulfMark Terminals, LLC, Phoenix Oil, Inc., and Firebird Bulk Carriers, Inc. For more information, visit www.adamsresources.com.
About Tres Energy LLC
Tres Energy LLC is a privately held limited liability company that invests in and operates strategic energy assets across the United States. For more information, visit www.tres-energy.com.
Company Contact
Tracy E. Ohmart
EVP, Chief Financial Officer
tohmart@adamsresources.com
(713) 881-3609
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