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World Fuel Services, Inc. has signed a definitive agreement to acquire the capital stock of Western Petroleum Company, including the assets comprising Western's wholesale motor fuel distribution business, branded aviation fuel distribution business and wholesale lubricants distribution business.

Western, based in Eden Prairie, Minnesota, with 2009 volumes of more than 500 million gallons of gasoline and diesel fuel and approximately 100 million gallons of branded aviation fuel, is one of the nation's largest independently-owned petroleum marketing companies.

"We are very pleased to welcome the Western team to World Fuel," stated Michael J. Kasbar, president and chief operating officer of World Fuel Services Corporation. "The acquisition of Western is another significant step in the continued evolution of our land based fuel business and their branded aviation fuel distribution business will further expand the breadth of our general aviation business."

"We are excited to be joining forces with World Fuel and look forward to capitalizing on the many growth opportunities in the marketplace. Our market knowledge combined with World Fuel's size and scale will allow us to further expand our value proposition to a broader base of customers and suppliers," said Richard S. Neville, president of Western.

According to World Fuel Services, the purchase price for the transaction will be $95 million, which may be increased by up to an additional $20 million to the extent that Western's net assets exceed an agreed target at closing.

Up to $30 million of the purchase price, and up to $10 million of the additional purchase price, if payable, may be paid, at World Fuel's option, in the form of World Fuel Services Corporation common stock, valued based on an agreed trailing average price formula.

World Fuel may be required to issue the common stock if its market price at the relevant settlement date exceeds the trailing average trading price by more than an agreed amount. The balance of the purchase price will be funded through a promissory note and cash-on-hand.

The transaction, which is expected to be $0.11 to $0.13 accretive to earnings in the first twelve months (assuming that $30 million of World Fuel Services Corporation common stock is issued to pay the purchase price), is subject to customary closing conditions and is expected to be completed within the next sixty days.