Exhibit 99.1
For immediate release
Contacts:
Ferrellgas:
Ryan VanWinkle, Investor Relations, 816-792-7998
Scott Brockelmeyer, Media Relations, 816-792-7837
Blue Rhino:
Mark Castaneda, Chief Financial Officer, 336-659-6755
Ferrellgas and Blue Rhino Announce Merger Agreement
Blue Rhino to be Acquired for $17 Per Share
Liberty, MO and Winston-Salem, NC (February 9, 2004)--Ferrellgas Partners,
L.P. (NYSE:FGP) and Blue Rhino Corporation (NASDAQ:RINO) announced today
Ferrellgas will acquire substantially all of the assets of Blue Rhino from a
subsidiary of Ferrell Companies, Inc., the parent company of its general
partner, which has entered into a merger agreement to acquire all of the
outstanding stock of Blue Rhino in an all-cash transaction. Terms of the merger
agreement call for the payment of $17 in cash for each share of Blue Rhino stock
outstanding on the date of the closing of the transaction, with the total
payments for the Blue Rhino stock anticipated to be approximately $340 million.
Ferrellgas is one of the nation's largest retail marketers of propane. Blue
Rhino is the nation's leading provider of branded propane tank exchange service
and a leading provider of complementary products.
Officials from both companies anticipate the transaction, which is subject
to regulatory and Blue Rhino stockholder approval, will be completed in May or
June.
Blue Rhino, which will continue to operate under its own trade name and
remain headquartered in Winston-Salem, has developed a national network of more
than 29,000 retail locations in 49 states and Puerto Rico. As the nation's
largest operator of propane tank exchange services, Blue Rhino exchange
locations can be found at leading home improvement centers, mass merchants and
hardware, grocery and convenience stores throughout the country, providing
consumers with a safe and convenient alternative to traditional propane tank
filling. The 20-pound propane tanks provide fuel for various uses, including
barbecue grills, patio heaters and mosquito elimination devices.
"Propane tank exchange has been and will continue to be the fastest growing
portion of the retail propane industry," said James E. Ferrell, Ferrellgas'
Chairman and Chief Executive Officer. "This transaction will enable us to
combine the strong winter cash flow of Ferrellgas with Blue Rhino's summer and
fall grilling season. It turns out to be the perfect match."
Ferrellgas serves the residential, industrial and agricultural propane
needs of more than 1 million customers in 45 states. It is the second-largest
company in the retail propane industry, reporting revenues of $1.22 billion and
sales of 899 million retail gallons of propane during its fiscal year ended July
31, 2003. Company officials say they expect the acquisition to be immediately
accretive to its unitholders.
Blue Rhino, which is expected to operate with its current employee base and
distributor network, reported revenues of $258.2 million for its fiscal year
ended July 31, 2003. As part of the transaction, Blue Rhino's founder, Chairman
and Chief Executive Officer Billy D. Prim, will continue to lead Blue Rhino as
CEO and will join Ferrellgas' executive management team and its Board of
Directors.
"Billy is an entrepreneur in every sense of the word," Ferrell said. "He
has built this business from scratch by developing a tremendous distributor
network. I am extremely pleased to have such a dynamic and recognized industry
leader join the Ferrellgas executive management team. Billy has developed a
terrific team of employees in Winston-Salem and I am glad they will be joining
us also."
Both Ferrell and Prim pointed to the synergies created by the merger as a
launch pad for future growth.
"It is difficult to find two greater success stories in our industry than
Ferrellgas and Blue Rhino," Prim said. "Both companies have grown from humble
beginnings to become leaders in the industry. This combination makes perfect
sense because we are able to join the financial strengths and propane expertise
of both companies while allowing the Blue Rhino team to continue growing the
business as they have in the past."
About Ferrellgas Partners, L.P.: Ferrellgas Partners, L.P., through its
operating partnership, Ferrellgas, L.P., serves more than one million customers
in 45 states. Ferrellgas employees indirectly own more than 17 million units of
the partnership through an employee stock ownership plan. Ferrellgas trades on
the New York Stock Exchange under the symbol FGP.
About Blue Rhino Corporation: Blue Rhino is a leading national provider of
branded propane tank exchange service and a leading provider of complementary
products and services to consumers through many of the world's leading
retailers. The company's branded tank exchange service is offered at more than
29,000 retail locations in 49 states and Puerto Rico through leading home
improvement centers, mass merchants, hardware, grocery and convenience stores.
Propane tank exchange provides consumers with a safe and convenient alternative
to traditional propane tank filling.
Forward Looking Statements and Safe Harbor Statements
Under the Private Securities Litigation Reform Act of 1995
Ferrellgas Partners, L.P.: Statements in this release concerning expectations
for the future are forward-looking statements. A variety of known and unknown
risks, uncertainties and other factors could cause results, performance and
expectations to differ materially from anticipated results, performance or
expectations. These risks, uncertainties and other factors are discussed in the
partnership's Form 10-K for the fiscal year ended July 31, 2003 and other
documents filed from time to time, by the Partnership, with the Securities and
Exchange Commission.
Blue Rhino Corporation: This press release contains forward-looking statements
that relate to Blue Rhino's plans, objectives and estimates. The terms "should,"
"believe," "plan," "expect," "anticipate," "estimate," "intend" and "project"
and similar words or expressions are intended to identify forward-looking
statements. These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and speak only as of the
date of this release. Blue Rhino's business is subject to numerous risks and
uncertainties, including: that the announced merger with Ferrellgas Partners,
L.P. and affiliates will not be consummated, related risks associated with any
failure of the merger to be consummated, or that synergies anticipated in the
transaction will not be realized; that its significant retail relationships are
generally nonexclusive and terminable at will; that prices for its products and
services may decline due to competitive or other factors; that it relies on a
limited number of distributors; its ability to manage growth; its ability to
place Blue Rhino cylinder exchange at additional retail locations; its ability
to successfully defend certain lawsuits; its ability to protect its intellectual
property and strengthen its brand; its ability to obtain an adequate supply of
cylinders that comply with applicable guidelines; its ability to mitigate the
effects of high propane commodity prices successfully; its ability to launch new
products and services successfully and the effect of new safety guidelines on
consumer demand for cylinder exchange. These and other risks and uncertainties
detailed in its most recent Annual Report on Form 10-K and in other filings with
the Securities and Exchange Commission could cause actual results and experience
to differ materially from those expressed or implied by any of these
forward-looking statements. To the extent permitted by applicable law, Blue
Rhino makes no commitment to update any forward-looking statement or to disclose
any facts, events, or circumstances after the date of this release that may
affect the accuracy of any forward- looking statement.
Important Legal Information:
In connection with the proposed merger, Blue Rhino Corporation will file a proxy
statement and other relevant documents concerning the transaction with the
Securities and Exchange Commission. Blue Rhino stockholders are not being asked
to take any action at this time. Stockholders are encouraged to read the proxy
statement and any other relevant documents filed with the SEC when they become
available because they will contain important information about the merger. Blue
Rhino will provide stockholders free copies of the proxy statement and other
relevant documents when they become available. In addition, documents filed by
Blue Rhino with the SEC will be available free of charge at the SEC's website at
www.sec.gov.
Blue Rhino Corporation and its directors, executive officers, certain members of
management and employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed merger. Information regarding the
identity of persons who may, under SEC rules, be deemed participants in the
solicitation of stockholders of Blue Rhino Corporation in connection with the
proposed transaction, and their interests in the transaction, will be set forth
in a proxy statement that will be filed by Blue Rhino with the SEC. Stockholders
of Blue Rhino can obtain this information by reading the proxy statement when it
becomes available.
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