Northern Tier Energy LP (NYSE:NTI) Investor Alert: Investigation of Takeover by Western Refining, Inc

If you purchased units of Northern Tier Energy LP (NYSE:NTI) and currently hold any of those NYSE:NTI units, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
Northern Tier Energy
Affected Securities: 
NYSE: NTI

December 28, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold units of Northern Tier Energy LP (NYSE:NTI), was announced concerning whether the takeover of Northern Tier Energy LP by Western Refining, Inc for a value of approximately $28.34 per share is unfair to NYSE:NTI unitholders.

The investigation by a law firm concerns whether certain officers and directors of Northern Tier Energy LP breached their fiduciary duties owed to NYSE:NTI investors in connection with the proposed acquisition.

On December 21, 2015, Western Refining, Inc. (NYSE:WNR) and Northern Tier Energy LP (NYSE:NTI) announced that they have entered into a merger agreement whereby Western Refining, Inc will acquire all of Northern Tier Energy LP’s outstanding common units not already owned by Western Refining, Inc. Under the terms of the merger agreement, Northern Tier Energy LP (NYSE:NTI) unitholders will receive $15.00 in cash and 0.2986 of a share of Western Refining, Inc. (NYSE:WNR) common stock for each NYSE:NTI common unit held. Using the Western Refining, Inc. (NYSE:WNR) 20-day volume weighted average price as of October 23, 2015 (the last trading day before WNR made its initial offer to acquire all of NTI’s outstanding common units) results in an implied consideration of $28.34 for each NYSE:NTI unit.

However, given that at least one analyst has set the high price target for NYSE:NTI units at $34.00 per share, the investigation concerns whether the offer is unfair to NYSE:NTI unitholders.

In addition, given that Western Refining, Inc. (NYSE:WNR) currently owns approximately 38% of the common units and 100% of the general partnership interest of Northern Tier Energy LP, and Western Refining, Inc has already agreed to vote all of the Northern Tier Energy LP common units it owns in favor of the merger, the investigation concerns whether the Northern Tier Energy LP Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Northern Tier Energy LP reported that its annual Total Revenue rose from over $4.28 billion in 2011 to over $5.55 billion in 2014 and that its respective Net Income grew from $28.30 million to $241.60 million. Units of Northern Tier Energy LP (NYSE:NTI) reached in November 2015 as high as $29.03 per unit.