Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
The description above under Item 1.01 is incorporated in this Item
2.03 by reference.
FORWARD LOOKING STATEMENTS
This
communication contains certain statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 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 and the terms and
conditions of certain planned financing for the Merger. 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 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 may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, the risk
that any announcements relating to the proposed Merger could have adverse effects on the market price of the Companys common stock or Western Refinings common stock, and other factors. All such factors are difficult to predict and are
beyond the Companys control, including those detailed in the Companys annual reports on Form
10-K,
quarterly reports on Form
10-Q
and Current Reports on Form
8-K
that are available on its website at http://www.tsocorp.com and on the SEC
website at http://www.sec.gov. The Company undertakes 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 the Company becomes 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 and Tesoro. 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 of 1933, 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 Tesoro and Western. In connection with the
proposed transaction, Western and/or Tesoro may file one or more 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 Tesoro or Western Refining may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Western Refining and/or Tesoro, 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 SECs website, http://www.sec.gov. Copies of documents
filed with the SEC by Tesoro will be made available free of charge on Tesoros website at http://www.tsocorp.com or by contacting Tesoros 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 Refinings website at http://www.wnr.com or by contacting Western Refinings
Investor Relations Department by phone at
602-286-1530
or
602-286-1533.
Participants in the Solicitation:
Tesoro and its directors and executive officers, and Western Refining and its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Tesoro common stock and Western Refining common stock in respect of the proposed Merger. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for
Tesoros 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 Tesoro with the SEC. Information about the directors and executive officers of Western
Refining is set forth in the proxy statement for Western Refinings 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 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.