SAN ANTONIO, TEXAS - March
24, 2017 - Stockholders of both Tesoro Corporation (NYSE: TSO) and
Western Refining, Inc. (NYSE: WNR) today voted to approve Tesoro's
expected acquisition of Western Refining. At separate special
stockholders' meetings, Tesoro stockholders approved the issuance
of shares of Tesoro common stock in connection with the expected
acquisition, and stockholders of Western Refining approved the
adoption of the previously disclosed agreement and plan of
merger.
Tesoro's proposal to approve the issuance of Tesoro shares in
connection with the acquisition was supported by more than 99
percent of Tesoro's outstanding shares present and entitled to
vote, and Western Refining's proposal to approve the acquisition
was supported by approximately 80 percent of Western Refining's
outstanding shares entitled to vote.
"We are pleased that stockholders of both Tesoro
and Western Refining voted overwhelmingly in favor of the
transaction. The acquisition of Western Refining at this attractive
price and the expected delivery of $350-425 million in
synergies will create a premier, highly integrated and
geographically diversified refining, marketing and logistics
company that we believe will generate substantial shareholder
value," said Greg Goff, Chairman, President and CEO of Tesoro.
Also at the Tesoro special meeting, Tesoro
stockholders approved the adoption of 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. The amendment will not occur unless and until the expected
acquisition is completed.
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. The issuance of shares of Tesoro common stock approved
today will not occur unless and until the expected acquisition is
completed. Tesoro and Western Refining continue to expect the
transaction to close in the first half of 2017.
About Tesoro
Corporation
Tesoro Corporation, a Fortune 100 company, is an independent
refiner and marketer of petroleum products. Tesoro, through its
subsidiaries, operates seven refineries in the western United
States with a combined capacity of over 895,000 barrels per day and
ownership in a logistics business, which includes interest in
Tesoro Logistics LP (NYSE: TLLP) and ownership of its general
partner. Tesoro's retail-marketing system includes over 2,400
retail stations under the ARCO®, Shell®, Exxon®, Mobil®, USA
Gasoline(TM), Rebel(TM) and Tesoro® brands.
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 acquisition by Tesoro
of Western Refining, synergies and the shareholder value to result
from the combined company. 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 acquisition, 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 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 Tesoro's 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 its 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, which proxy statement/prospectus was first mailed to
Tesoro and Western 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 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 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 will be made available free of charge on
Western's website at http://www.wnr.com or by contacting Western's
Investor Relations Department by phone at 602-286-1530 or
602-286-1533.
Contacts:
Investors:
Sam Ramraj, Vice President, Investor Relations, (210) 626-4757
Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Tesoro Corporation via Globenewswire
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