UGI Corporation and AmeriGas Partners, L.P. announced that, at the special meeting of the Partnership common unitholders the partnership’s common unitholders voted to approve that certain Agreement and Plan of Merger, dated as of April 1, 2019, by and among UGI, AmeriGas Propane, Inc., the general partner of the Partnership, AmeriGas Propane Holdings, Inc., an indirect, wholly owned subsidiary of UGI, AmeriGas Propane Holdings, LLC, an indirect, wholly owned subsidiary of UGI, and the partnership, and the transactions contemplated thereby, including the merger of Merger Sub with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of UGI.
Approximately 93% of the Partnership’s common unitholders represented in person or by proxy at the special meeting voted in favor of approval of the Merger Agreement, which represented approximately 60% of the Partnership’s total outstanding common units as of July 1, 2019, the record date for the special meeting. As a result of a majority of the outstanding Partnership common units being voted in favor of approval of the Merger Agreement, the Merger Agreement and the transactions contemplated thereby, including the Merger, were approved and adopted.
The Partnership and UGI also announced that all conditions required to complete the Merger under the terms of the Merger Agreement have been satisfied and all necessary filings will be made for the transaction to take effect on August 21, 2019. The Partnership’s common units will continue to trade on the New York Stock Exchange (“NYSE”) on August 21, 2019 and will be suspended from trading on the NYSE effective as of the opening of trading on August 22, 2019. On or about August 22, 2019, the Partnership will direct the NYSE to file a Form 25 with the Securities and Exchange Commission (“SEC”) to commence the process of delisting the Partnership common units from the NYSE and deregistering such common units under the Securities Exchange Act of 1934, as amended. Promptly after the effective time of the Merger, Computershare Trust Company, N.A., the Partnership’s exchange agent, will mail or provide to each record holder of Partnership common units transmittal materials and instructions for the surrender of such holder’s Partnership common units that have not previously been surrendered. Upon the surrender of original unit certificates evidencing Partnership common units, if applicable, accompanied by the return of the transmittal materials, the exchange agent will promptly pay the merger consideration to Partnership common unitholders. Partnership common unitholders who hold their common units through a broker, bank or other nominee should contact them for instructions on how to receive their merger consideration.