Western Refining, Inc. (NYSE:WNR) today announced that WNR
stockholders have approved the proposed acquisition of Western
Refining by Tesoro Corporation (NYSE:TSO). At a special
stockholders meeting, WNR stockholders approved the adoption of the
previously disclosed agreement and plan of merger. The
proposal to approve the acquisition was supported by approximately
80 percent of Western Refining’s outstanding shares entitled to
vote.
“We are pleased that our stockholders voted in favor of this
transaction. This is an important step in the process of
combining two great companies to form a premier, highly integrated
refining, retail and logistics company,” said Jeff Stevens, CEO of
Western Refining.
Tesoro stockholders today approved the issuance of shares of
Tesoro common stock in connection with the acquisition by more than
99 percent of Tesoro’s outstanding shares present and entitled to
vote.
Completion of the acquisition remains subject to the
satisfaction or waiver of customary closing conditions, including
the expiration or termination of the waiting period applicable
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Tesoro and Western Refining continue to expect the
transaction to close in the first half of 2017.
Also at the Western Refining special meeting, WNR stockholders
approved, among other things, (i) on a non-binding, advisory basis,
certain compensation that may be paid or become payable to
Western’s named executive officers in connection with the
acquisition, and (ii) on a non-binding, advisory basis, an
amendment to the restated certificate of incorporation of Tesoro to
increase the number of authorized shares of Tesoro common stock
from 200 million to 300 million.
About Western RefiningWestern Refining, Inc. is
an independent refining and marketing company headquartered in El
Paso, Texas. The Company operates refineries in El Paso, Gallup,
New Mexico and St. Paul Park, Minnesota. The Company’s retail
operations include retail service stations and convenience stores
in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin,
operating primarily through the Giant, Howdy’s, and SuperAmerica
brands.
Western Refining, Inc. also owns the general partner and
approximately 53 percent of the limited partnership interest of
Western Refining Logistics, LP (NYSE:WNRL).
More information about Western Refining is available at
www.wnr.com.
FORWARD LOOKING STATEMENTSThis 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
acquisition of Western Refining by Tesoro, 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
acquisition that could reduce anticipated benefits or cause the
parties to abandon the acquisition, 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 for the acquisition, the risk that the parties may
not be able to satisfy the conditions to the proposed acquisition
in a timely manner or at all, risks related to disruption of
management time from ongoing business operations due to the
proposed acquisition, the risk that any announcements relating to
the proposed acquisition could have adverse effects on the market
price of Tesoro’s common stock or Western Refining’s common stock,
the risk that the proposed acquisition and its announcement could
have an adverse effect on the ability of Tesoro and Western
Refining 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 Tesoro may
pay, and other factors. All such factors are difficult to predict
and are beyond our control, including those detailed in Tesoro’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 Tesoro’s website at
http://www.tsocorp.com and on the SEC’s website at
http://www.sec.gov, and those detailed in Western Refining’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’s
website at http://www.wnr.com and on the SEC website at
http://www.sec.gov. Tesoro’s and Western Refining’s
forward-looking statements are based on assumptions that Tesoro and
Western Refining believe to be reasonable but that may not prove to
be accurate. Tesoro and Western Refining 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, which
speak only as of the date hereof.
No Offer or Solicitation:This communication
relates to a proposed business combination between Western Refining
and Tesoro. This communication is for informational purposes only
and is neither an offer to purchase, nor a solicitation of an offer
to sell, any securities 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 of 1933, as amended.
Additional Information and Where to Find It:In
connection with the proposed transaction, Tesoro has filed with the
SEC, and the SEC has declared effective, a registration statement
on Form S-4 (Reg. No. 333-215080 ), containing a joint proxy
statement/prospectus of Tesoro and Western Refining, which proxy
statement/prospectus was first mailed to Tesoro and Western
Refining stockholders on February 17, 2017. This communication is
not a substitute for the registration statement, proxy
statement/prospectus or any other documents that Tesoro or Western
Refining may file with the SEC or send to stockholders in
connection with the proposed transaction. STOCKHOLDERS OF
TESORO AND WESTERN REFINING ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
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 Tesoro will be made available free of charge on
Tesoro’s website at http://www.tsocorp.com or by contacting
Tesoro’s Investor Relations Department by phone at 210-626-6000.
Copies of documents filed with the SEC by Western Refining will be
made available free of charge on Western Refining’s website at
http://www.wnr.com or by contacting Western Refining’s
Investor Relations Department by phone at 602-286-1530 or
602-286-1533.
Investor and Analyst Contact:
Jeffrey S. Beyersdorfer
(602) 286-1530
Michelle Clemente
(602) 286-1533
Media Contact:
Gary Hanson
(602) 286-1777
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