24-03-2017

Stockholders approve acquisition of Western Refining by Tesoro

Stockholders of both Tesoro Corporation and Western Refining, Inc.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.