No Offer or Solicitation
This document is for informational purposes only and shall not constitute an
offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
This document does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. The proposed merger between UGI Corporation (“UGI”) and AmeriGas Partners, L.P. (“AmeriGas”) will be submitted to AmeriGas’s unitholders for their consideration.
In connection with the proposed transaction, UGI and AmeriGas, as applicable, have filed a registration statement on Form
S-4,
including a proxy statement/prospectus of UGI, and other related documents, including a Schedule
13E-3
and the merger agreement relating to the proposed transaction
(collectively, with any other document that may be filed, the “Disclosed Documents”), with the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY VOTING DECISION OR ELECTION, INVESTORS AND SECURITY HOLDERS OF UGI AND
AMERIGAS ARE ADVISED TO CAREFULLY READ THE DISCLOSED DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive proxy
statement/prospectus has been sent to AmeriGas unitholders as of July 1, 2019 in connection with the special meeting of AmeriGas unitholders to be held on August 21, 2019 to approve the proposed merger. Investors and security holders may
obtain a free copy of the Disclosed Documents from the SEC’s website at www.sec.gov. Security holders and other interested parties may also obtain, without charge, a copy of the Disclosed Documents from www.ugicorp.com under the tab
“Investor Relations” and then under the heading “SEC Filings.” Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room
1580, Washington D.C. 20549. Please call the SEC at (800)
732-0330
or visit the SEC’s website for further information on its public reference room.
Participants in the Solicitation
UGI, AmeriGas, AmeriGas Propane, Inc., the general partner of AmeriGas, and their respective directors, executive
officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in UGI’s proxy
statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the SEC on December 20, 2018, and AmeriGas’ Annual Report on Form
10-K
for the fiscal year ended September 30,
2018, which was filed with the SEC on November 20, 2018, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such
persons, which may be different than those of the respective companies’ security holders generally, by reading the proxy statement/prospectus and other relevant documents regarding the transaction, which are filed with the SEC.
