SAN ANTONIO,
TEXAS - May 24, 2017 - Tesoro Corporation (NYSE: TSO) today
announced that the waiting period applicable to its proposed
acquisition of Western Refining pursuant to the Hart Scott Rodino
(HSR) Act has terminated. This satisfies one of the final
conditions to the closing of the pending acquisition. Tesoro
therefore expects the closing of the acquisition to occur on June
1, 2017, subject to the satisfaction or waiver of the remaining
customary conditions to closing.
ANNOUNCEMENT OF
THE ELECTION DEADLINE
In light of the expected closing of Tesoro's acquisition of Western
Refining, Tesoro, with the consent of Western Refining, hereby
publicly announces that the "Election Deadline" (as defined in the
election materials previously provided to Western Refining
stockholders of record and in the Agreement and Plan of Merger,
dated as of November 16, 2016, by and among Tesoro, Western
Refining, Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC) for
stockholders of record of Western Refining to make their elections
with respect to the merger consideration payable upon the closing
of Tesoro's acquisition of Western Refining shall be 5:00 p.m.
Eastern Time on May 30, 2017, unless otherwise extended by Tesoro
by subsequent public announcement. Western Refining stockholders
who hold their shares through a bank, broker or other nominee may
be subject to an earlier deadline than the Election Deadline for
making their elections, based on the instructions of their brokers,
banks or other nominees. Western Refining stockholders bear the
risk of ensuring proper and timely delivery of their election
materials.
Western Refining stockholders of
record with questions regarding the election process should contact
Innisfree M&A Incorporated, who is the information agent for
the election, toll-free at 1-888-750-5834 or collect at
1-212-750-5833 as soon as possible. Western Refining stockholders
holding shares of Western Refining in street name should contact
their broker, bank or other nominee with questions regarding the
election process.
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 2,500
retail stations under the ARCO®, Shell®, Exxon®, Mobil®, USA
Gasoline(TM), Rebel(TM) and Tesoro® brands.
Contact:
Investors:
Sam Ramraj, Vice President, Investor Relations, (210) 626-4757
Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702
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.
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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