Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 above
is incorporated by reference into this Item 2.03.
FORWARD LOOKING STATEMENTS
This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,”
“potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the
negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but
are not limited to, statements regarding the proposed Merger, integration and transition plans, synergies, opportunities, anticipated future performance, expected share buyback program and expected dividends. There are a number of risks and
uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed Merger, including the timing,
receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the
businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of the Company may not approve the issuance of new shares of common stock in
the Merger or that stockholders of Western Refining, Inc. may not approve the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption
of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock or Western
Refining, Inc.’s common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company and Western Refining, Inc. to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy
back shares, the risk of the amount of any future dividend the Company may pay, and other factors. All such factors are difficult to predict and are beyond the Company’s control, including those detailed in the Company’s annual reports on
Form
10-K,
quarterly reports on Form
10-Q,
current reports on Form
8-K
and registration statement on Form
S-4
filed with the SEC on December 14, 2016, as amended (the “Form
S-4”)
that are available on its website at http://www.tsocorp.com and on the SEC’s
website at http://www.sec.gov, and those detailed in Western Refining, Inc.’s annual reports on Form
10-K,
quarterly reports on Form
10-Q
and current reports on
Form
8-K
that are available on Western Refining, Inc.’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov. The Company’s and Western Refining, Inc.’s forward-looking
statements are based on assumptions that the Company and Western Refining, Inc. believe to be reasonable but that may not prove to be accurate. The Company and Western Refining, Inc. undertake no obligation to publicly release the result of any
revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
No Offer or Solicitation:
This communication relates to a proposed business combination between Western Refining, Inc. and the Company. This announcement is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in respect of the proposed transaction between the Company and Western Refining, Inc. In
connection with the proposed transaction, Tesoro has filed the Form
S-4,
containing a preliminary joint proxy statement/prospectus of Tesoro and Western Refining, Inc. and Western Refining, Inc. and/or the
Company may file one or more additional proxy statements, registration statements, proxy statement/prospectus or other documents with the SEC. This communication is not a substitute for the proxy statement, registration statement, proxy
statement/prospectus or any other documents that the Company or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF THE COMPANY AND WESTERN REFINING, INC. ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM
S-4
AND ANY OTHER PROXY STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY STATEMENT/PROSPECTUS(ES), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
The Form
S-4
has not yet become effective. After the Form
S-4
is declared effective by the SEC, the Company and Western Refining, Inc. will each file with the SEC a definitive joint proxy statement/prospectus, and each of the Company and Western Refining, Inc. will
file other documents with respect to the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Western Refining, Inc. and/or the Company, as applicable. Investors and security holders will
be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by
the Company will be made available free of charge on the Company’s website at http://www.tsocorp.com or by contacting the Company’s Investor Relations Department by phone at
210-626-6000.
Copies of documents filed with the SEC by Western Refining, Inc. will be made available free of charge on Western Refining, Inc.’s website at
http://www.wnr.com or by contacting Western Refining, Inc.’s Investor Relations Department by phone at
602-286-1530
or
602-286-1533.
Participants in the Solicitation:
The Company and its directors and executive officers, and Western Refining, Inc. and its directors and executive officers, may be deemed to be participants in
the solicitation of proxies from the holders of the Company’s common stock and Western Refining, Inc.’s common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth
in the proxy statement for the Company’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by the Company with the SEC. Information about the
directors and executive officers of Western Refining, Inc. is set forth in the proxy statement for Western Refining, Inc.’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents
filed after the date thereof by Western Refining, Inc. with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as described in the preceding paragraph.