Mergers & Acquisitions

Stockholders Approve Tesoro’s Acquisition of Western Refining

Companies expect to complete deal in first half of 2017

SAN ANTONIO and EL PASO, Texas -- At separate special meetings, stockholders of refiner-marketers Tesoro Corp. and Western Refining Inc. voted on March 24 to approve Tesoro's expected acquisition of Western Refining.

More than 99% of Tesoro's outstanding shares present and entitled to vote supported Tesoro's proposal to approve the issuance of Tesoro shares in connection with the acquisition, and approximately 80% of Western Refining's outstanding shares entitled to vote supported Western Refining's proposal to approve the acquisition.

“The acquisition of Western Refining at this attractive price and the expected delivery of $350 million to $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.

“We are pleased that our stockholders voted in favor of this transaction,” Jeff Stevens, CEO of Western Refining, said. “This is an important step in the process of combining two great companies to form a premier, highly integrated refining, retail and logistics company.”

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 companies complete the expected acquisition.

Completing the acquisition remains subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the usual waiting period.

Tesoro and Western Refining continue to expect the transaction to close in the first half of 2017.

El Paso, Texas-based Western Refining (No. 16 on CSP's Convenience-Store Top 202 for 2017) is an independent refining and marketing company that operates refineries in El Paso; Gallup, N.M.; and St. Paul Park, Minn. Its retail operations include gas stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas and Wisconsin, primarily under the Giant, Howdy’s and SuperAmerica brands.

San Antonio-based Tesoro is an independent refiner and marketer of petroleum products. Through its subsidiaries, Tesoro operates seven refineries in the western United States. Tesoro's multi-site operated (MSO) retail-marketing system includes more than 2,400 gas stations and convenience stores under the ARCO, Shell, Exxon, Mobil, USA Gasoline, Rebel and Tesoro brands.

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