UGI Announces Final Results of Election of Form of Merger Consideration

8/22/19

VALLEY FORGE, Pa.--(BUSINESS WIRE)--UGI Corporation (NYSE:UGI; “UGI”) announced today, in connection with the successfully completed merger transaction between UGI and AmeriGas Partners, L.P., the final results of the elections made by AmeriGas common unitholders regarding the form of consideration they wish to receive.

As previously announced, the deadline for record holders of AmeriGas common units to elect the form of consideration they wish to receive in connection with the merger transaction was 5:00 p.m. Eastern Time on August 20, 2019 (the “Election Deadline”).

Based on available information as of the Election Deadline, the final results were:

  • Holders of 46,051,342 common units, or approximately 66% of units outstanding, elected to receive $35.325 in cash per AmeriGas common unit (rounded to the nearest whole cent), without interest;
  • Holders of 2,252,927 common units, or approximately 3% of units outstanding, elected to receive 0.6378 shares of UGI common stock per AmeriGas common unit, plus cash in lieu of any fractional shares of UGI common stock (the “share consideration”);
  • Holders of 1,119,947 common units, or approximately 2% of units outstanding, elected to receive $7.63 in cash per AmeriGas common unit, without interest, and 0.500 shares of UGI common stock per AmeriGas common unit, plus cash in lieu of any fractional shares of UGI common stock, without interest; and
  • Holders of 19,818,606 units, or approximately 29% of units outstanding, did not make an election and will receive the share consideration.

The final allocations of the consideration payable in connection with the merger transaction will be calculated using the methodology set forth in that certain Agreement and Plan of Merger, dated April 1, 2019 (the “Merger Agreement”), by and among UGI, AmeriGas Propane, Inc., the general partner of AmeriGas, AmeriGas Propane Holdings, Inc., an indirect, wholly-owned subsidiary of UGI, and AmeriGas. Final proration results will be communicated to individual unitholders on, or about, August 26, 2019. Based on the final election results and the proration and adjustment procedures set forth in the Merger Agreement, common unitholders that elected to receive cash for their common units will receive a portion of their consideration in UGI common stock.

About UGI Corporation

UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally, manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing in eleven states, the District of Columbia and internationally in France, Belgium, the Netherlands and the UK.

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