M&A: ADAMS RESOURCES & ENERGY, INC.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000000217825000005

Comments: On December 24, 2024, Adams Resources & Energy, Inc. (the 'Company') reported that on November 11, 2024, it entered into a Merger Agreement with Tres Energy LLC ('Parent') and ARE Acquisition Corporation ('Merger Sub'), whereby Merger Sub will merge with the Company, with the Company continuing as a wholly owned subsidiary of Parent. On December 23, 2024, Parent assigned its rights and obligations under the Merger Agreement to ARE Equity Corporation, an affiliate. The assignment involved the contribution of 100% of the equity interests in Merger Sub to ARE Equity Corporation. Parent remains liable for obligations under the Merger Agreement, including paying merger consideration to the Company’s stockholders. This announcement follows the filing of a definitive Proxy Statement regarding the proposed transaction with the SEC on December 20, 2024. Investors are encouraged to read the Proxy Statement and any related documents carefully as they contain important information.

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Form Type: DEFA14A

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000000217825000007

Comments: On November 11, 2024, Adams Resources & Energy, Inc. entered into a Merger Agreement with Tres Energy LLC and ARE Acquisition Corporation, where Merger Sub will merge into the Company, making it a wholly owned subsidiary of Parent. As of December 24, 2024, Parent assigned its rights and obligations under the Merger Agreement to ARE Equity Corporation. This assignment involved contributing 100% of the equity interests in Merger Sub to ARE Equity Corporation, which is now a subsidiary of Parent. Following the merger's effective time, the Company will operate as a subsidiary of ARE Equity Corporation. Investors are urged to review the filings related to this transaction, including a definitive Proxy Statement filed on December 20, 2024. The communication emphasized that the merger does not constitute an offer to buy or sell securities and included a caution regarding forward-looking statements related to the merger process and its potential risks.

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