World Point Terminals, LP and World Point Terminals, Inc. Announce Commencement of Tender Offer for World Point Terminals, LP’s Common Units

ST. LOUIS–(BUSINESS WIRE)–World Point Terminals, LP (the “Partnership”), a Delaware limited
partnership (NYSE: WPT), announced today that it has entered into a
Transaction Agreement, dated as of June 1, 2017, by and among World
Point Terminals, Inc. (the “Offeror”), WPT GP, LLC (the “General
Partner”) and the Partnership (together with any amendments or
supplements thereto, the “Transaction Agreement”), pursuant to which the
Offeror has commenced a tender offer to purchase all issued and
outstanding common units (the “Units”) of the Partnership that are not
already beneficially owned by the Offeror or its affiliates, at a price
per Unit equal to $17.30 (the “Offer Price”), net to the holder in cash,
without interest thereon and less any applicable tax withholding (the
“Offer”). The Offer Price represents an increase of $0.50 per Unit, or
approximately 3.0%, when compared to the original offer of $16.80 per
Unit made by the Offeror on April 3, 2017. The Offer is being made upon
the terms and subject to the conditions specified in the Offer to
Purchase, dated June 2, 2017 (the “Offer to Purchase”).

The initial scheduled expiration time of the Offer is 11:59 p.m., New
York City time, on June 29, 2017, unless the Offer is extended as
described in the Offer to Purchase.

Pursuant to the Transaction Agreement, after the completion of the Offer
and subject to the satisfaction or, to the extent permitted, waiver of
certain conditions, the Offeror will purchase any and all outstanding
Units not tendered pursuant to the Offer (other than any such Units held
by the Offeror or its affiliates) pursuant to Section 15.1(a) of the
First Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended (the “Partnership Agreement”), at a price per
Unit equal to the Offer Price, net to the holder in cash, without
interest thereon and less any applicable tax withholding (the “Buyout”).
Upon completion of the Buyout, the Offeror and its affiliates will
collectively beneficially own 100% of the outstanding Units.

Pursuant to the Transaction Agreement, the Offer is subject to the
satisfaction (or, to the extent permitted, waiver) of certain
conditions, including, among other things, the following conditions:

• there have been validly tendered and not properly withdrawn prior to
  the expiration of the Offer such number of Units that, together with
  the Units then beneficially owned by the Offeror and its affiliates,
  represent at least one Unit more than 80% of the total Units then
  outstanding; and
• the purchase price per Unit payable to effect the Buyout in accordance
  with the formula set forth in Section 15.1(a) of the Partnership
  Agreement (calculated as of the date immediately following the date on
  which the Offeror is scheduled to accept for payment Units tendered
  pursuant to the Offer) does not exceed the Offer Price.

The board of directors of the General Partner (the “Board of Directors”)
authorized a conflicts committee composed of two independent directors
(the “Conflicts Committee”) to review, evaluate, negotiate and, if
appropriate, recommend to the Board of Directors approval of a potential
transaction with the Offeror. The Conflicts Committee, with the
assistance of its financial and legal advisors, engaged in negotiations
and discussions with the Offeror and its advisors regarding the terms
and conditions of the proposed transaction. Following such negotiations
and discussions, the Conflicts Committee determined that the Transaction
Agreement and the transactions contemplated thereby are in the best
interests of, and fair and reasonable to, the Partnership and the
holders of Units unaffiliated with the Offeror, approved the Transaction
Agreement, and recommended that the Board of Directors approve the
Transaction Agreement and recommend that the holders of Units
unaffiliated with the Offeror accept the Offer and tender their Units
pursuant to the Offer.

Based on the recommendation of the Conflicts Committee, the Board of
Directors has determined that the Transaction Agreement and the
transactions contemplated thereby are fair to and not adverse to the
best interests of the Partnership and the holders of Units unaffiliated
with the Offeror, approved and declared advisable the Transaction
Agreement and recommended that the holders of Units unaffiliated with
the Offeror accept the Offer and tender their Units pursuant to the
Offer.

The transfer agent and the depositary for the Offer is Computershare
Trust Company, N.A. The information agent for the Offer is Georgeson
LLC. The Offer to Purchase, the related Letter of Transmittal and other
related documents are being distributed to the Partnership’s
unitholders. Unitholders that have questions or need additional copies
of the Offer to Purchase and the Letter of transmittal should contact
the information agent at its address and telephone number set forth
below.

Georgeson
1290 Avenue of the Americas, 9th Floor
New York, NY
10104

Banks, Brokers and Shareholders
Call Toll-Free (800) 509-0917
Email:
[email protected]

Advisors

Evercore acted as financial advisor to the Conflicts Committee of the
Board of Directors of the General Partner. Potter Anderson & Corroon LLP
acted as legal counsel to the Conflicts Committee, and Latham & Watkins
LLP acted as legal counsel to the Partnership. Greenberg Traurig, LLP
acted as legal counsel to the Offeror, and Thompson Coburn LLP acted as
legal counsel to the special committee of the Offeror’s board of
directors formed in connection with the transaction.

Notice to Unitholders

This announcement is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
Units. The Offer is being made solely pursuant to the Offer to Purchase
and the related Letter of Transmittal. Unitholders are urged to read the
Tender Offer Statement on Schedule TO and the Transaction Statement on
Schedule 13E-3 filed by the Offeror with the SEC on June 2, 2017, the
Offer to Purchase and the related Letter of Transmittal in their
entirety, as they contain various terms of, and conditions to, the Offer.

About World Point Terminals, LP

World Point Terminals, LP is a master limited partnership that owns,
operates, develops and acquires terminals and other assets relating to
the storage of light refined products, heavy refined products and crude
oil. The Partnership’s storage terminals are strategically located in
the East Coast, Gulf Coast and Midwest regions of the United States. The
Partnership is headquartered in St. Louis, Missouri.

About World Point Terminals, Inc.

The Offeror is the sole parent of the General Partner. The Offeror and
its affiliates collectively beneficially own an aggregate of
approximately 73.6% of the issued and outstanding Units.

Forward-Looking Statements

Disclosures in this press release contain certain forward-looking
statements within the meaning of the federal securities laws. Statements
that do not relate strictly to historical or current facts are
forward-looking. These statements contain words such as “possible,”
“if,” “will” and “expect” and involve risks and uncertainties including,
among others that our business plans may change as circumstances
warrant. Accordingly, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Partnership does not undertake any obligation to update or revise such
forward-looking statements to reflect events or circumstances that
occur, or which the Partnership becomes aware, after the date hereof.

Contacts

World Point Terminals, LP
Investor Relations
314-854-8366
www.worldpointlp.com