Parkland Corporation Announces the Mailing of a Letter of Transmittal in Connection with the Sunoco Arrangement
CALGARY, AB, Sept. 11, 2025 /PRNewswire/ - Parkland Corporation ("Parkland", "we", or "our") (TSX:PKI) announced today that it has mailed a letter of transmittal and election form (the "Letter of Transmittal") to each registered holder of common shares of Parkland (the "Company Shares") in connection with the previously announced Sunoco Arrangement1. Parkland has also made a copy of the form of Letter of Transmittal available on www.parkland.ca and on its SEDAR+ profile at www.sedarplus.ca.
The Letter of Transmittal outlines the necessary documentation and information required from each registered shareholder to obtain the consideration to which they are entitled under the Sunoco Arrangement and make an election with respect to the form of consideration they wish to receive, as further described below. Registered shareholders should refer to the instructions contained in the Letter of Transmittal to ensure they provide the required documentation and information to the depositary for the Sunoco Arrangement, Computershare Investor Services Inc., in order to validly deposit their Company Shares and elect the form of consideration they wish to receive.
The Letter of Transmittal is for use by registered shareholders only. Beneficial (non-registered) shareholders whose Company Shares are registered in the name of an intermediary such as a broker, investment dealer, bank, trust company, trustee, nominee or other intermediary should not use the Letter of Transmittal but rather should contact their intermediary for instructions and assistance in depositing their Company Shares and electing the form of consideration they wish to receive. Every intermediary has its own procedures with respect to the election and may have an earlier election deadline.
Pursuant to the Plan of Arrangement1, in exchange for each Company Share, Parkland shareholders can elect to receive one of the following three options:
- C$19.80 in cash and 0.295 common units of SunocoCorp1 ("SunocoCorp Units"), which will be listed on the NYSE upon the closing of the Sunoco Arrangement (the "Combination Elected Consideration"),
- C$44.00 in cash (the "Cash Elected Consideration"), or
- Approximately 0.536 SunocoCorp Units (the "Unit Elected Consideration").
The Cash Elected Consideration and Unit Elected Consideration are subject to proration, maximum amounts and adjustments in accordance with the Plan of Arrangement. If a registered shareholder does not deposit a properly completed Letter of Transmittal prior to the deadline to make an election in respect of the consideration receivable in exchange for their Company Shares pursuant to the Sunoco Arrangement (the "Election Deadline"), or otherwise fails to comply with the requirements under the Plan of Arrangement and Letter of Transmittal with respect to such election and deposit of their Company Shares, such registered shareholder will be deemed to have elected to receive the Combination Elected Consideration.
The Election Deadline has not been determined. Parkland will announce the Election Deadline prior to the closing date of the Sunoco Arrangement.
About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.
Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, "forward looking statements"). When used in this news release, the words "expect", "may", "will", and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the determination and announcement of the Election Deadline and the closing of the Sunoco Arrangement.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Sunoco Arrangement on anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions; Parkland's ability to execute its business strategy; action by other persons or companies; the consideration to be received by Parkland shareholders is subject to proration, maximum amounts and adjustments, such that a Parkland shareholder may not receive all of the consideration in the form that they elect to receive; the anticipated effective date of the Sunoco Arrangement may be changed or delayed and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form dated March 5, 2025, under the headings "Forward-Looking Information" and "Risk Factors" in the Q2 Management's Discussion and Analysis dated August 5, 2025, and under the heading "Risk Factors" in Parkland's management information circular and proxy statement dated May 26, 2025, each as filed on SEDAR+ and available on Parkland's website at www.parkland.ca.
The forward-looking statements contained herein are expressly qualified by this cautionary statement.
1 On May 5, 2025, Parkland announced that it entered into an arrangement agreement (as amended by an amending agreement dated May 26, 2025) with Sunoco LP (NYSE:SUN) ("Sunoco"), SunocoCorp LLC (formerly known as NuStar GP Holdings LLC) ("SunocoCorp"), and 2709716 Alberta Ltd. (the "Purchaser"), pursuant to which Sunoco, through the Purchaser, will acquire all of the issued and outstanding Company Shares by way of a court-approved plan of arrangement (the "Plan of Arrangement") under Section 193 of the Business Corporations Act (Alberta) in a cash and equity transaction. |
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SOURCE Parkland Corporation