Western Refining, Inc. (NYSE:WNR) announced today the preliminary
results of the shareholder election for consideration related to
the announced acquisition by Tesoro Corporation (NYSE:TSO).
As previously disclosed, on November 16, 2016, Western Refining,
Tesoro, Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC,
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) providing for the acquisition of Western Refining by
Tesoro through a merger of Tahoe Merger Sub 1, Inc. with and into
Western Refining, with Western Refining surviving the merger as a
wholly owned subsidiary of Tesoro (the “Merger”).
As previously announced, under the terms of the Merger
Agreement, subject to the proration, allocation and other
limitations set forth in the Merger Agreement and the election
materials separately provided to the applicable stockholders,
stockholders of Western Refining had the option to elect to receive
(subject to completion of the Merger), for each share of Western
Refining common stock held by them of record as of immediately
prior to the effective time of the Merger (except for excluded
shares as more particularly set forth in the Merger Agreement):
- 0.4350 of a share of Tesoro common stock, plus cash in lieu of
any fractional share of Tesoro common stock (the “Stock
Consideration”); or
- $37.30 in cash (the “Cash Consideration”).
The election deadline for the foregoing election expired at 5:00
PM, Eastern Time, on May 30, 2017. Today, Western Refining
announced that, based on preliminary information received from the
exchange agent for the Merger, (i) election forms were received
with respect to approximately 88,048,292 shares of Western Refining
common stock in the aggregate and (ii) the cash election option was
selected with respect to more than the 10,843,042 shares of Western
Refining common stock permitted by the Merger Agreement.
Because the Cash Consideration option was oversubscribed, the
consideration to be received by the holders who validly elected the
Cash Consideration will be prorated pursuant to the terms set forth
in the Merger Agreement. Based on the preliminary prorationing and
assuming (i) the Merger is completed on June 1, 2017, as currently
expected and (ii) all shares of Western Refining common stock
subject to notices of guaranteed delivery are properly delivered
pursuant to the terms of such notices of guaranteed delivery:
- Stockholders of record of Western Refining who validly elected
to receive the Cash Consideration will, following the Merger and
subject to rounding, each receive the Cash Consideration for
approximately 19% of the shares of Western Refining common stock in
respect of which they had validly made elections for the Cash
Consideration and the Stock Consideration with respect to the
remaining shares of Western Refining common stock held by them of
record as of immediately prior to the effective time of the Merger
(except for excluded shares of Western Refining common stock as
more particularly set forth in the Merger Agreement).
- Stockholders of record of Western Refining who validly elected
to receive the Stock Consideration, and those that failed to make a
valid election prior to 5:00 p.m., New York City time, on May 30,
2017, the election deadline, will following the Merger
receive, for each share of Western Refining common stock held by
them of record as of immediately prior to the effective time of the
Merger (except for excluded shares as more particularly set forth
in the Merger Agreement) the Stock Consideration.
Based on the preliminary prorationing described above, following
and subject to the completion of the Merger, the Western Refining
stockholders will receive in the aggregate approximately 42,617,757
shares of Tesoro common stock (which excludes shares to be issued
under certain Western Refining equity awards that vest as a result
of the Merger) and approximately $404 million in cash. The final
prorationing and the final calculation of the number of shares of
Tesoro common stock issued and the final cash consideration paid in
connection with the merger will be made post-closing after the
expiration of the notice of guaranteed delivery period applicable
to the cash/stock election.
The expected issuance of shares of Tesoro common stock in
connection with the Merger was registered under the Securities Act
of 1933 pursuant to the Company’s registration statement on Form
S–4 (File No. 333-215080), declared effective by the Securities and
Exchange Commission (the “SEC”) on February 16,
2017. The joint proxy statement/prospectus (the “Joint
Proxy Statement/Prospectus”) included in the registration
statement contains additional information about the Merger, and
incorporates by reference additional information about the Merger
from Current Reports on Form 8–K filed by Tesoro and Western
Refining and incorporated by reference into the Joint Proxy
Statement/Prospectus.
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 Statements
This press release 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.
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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