Adams Resources & Energy (AE) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for an all-cash acquisition by an affiliate of Tres Energy LLC, valuing the company at approximately $138.9 million enterprise value and $38.00 per share, a 39% premium to the prior closing price and 53% above the three-month average.

• The board unanimously approved the transaction and recommends shareholder approval; closing is expected in Q1 2025, subject to customary conditions including shareholder vote.

• Upon completion, shares will be delisted from NYSE American and the company will become private.

• The transaction aims to unlock value, enhance operational flexibility, and create new opportunities for employees and customers.

• Advisors include GulfStar Group, Houlihan Lokey Capital, and Locke Lord LLP for the company; King & Spalding LLP for the buyer.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement; approval by a majority of outstanding shares is required.

• The board recommends voting in favor of the transaction.

• Proxy materials will be filed and mailed to shareholders, with instructions for participation.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of shareholders.

• Board retains the right to consider superior proposals under certain conditions, subject to a termination fee.