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Tesoro & Western Refining Merger Heads to a Vote

SAN ANTONIO — Stockholders of Tesoro Corp. and Western Refining will have their say on the proposed merger next month.

According to a joint filing to the U.S. Securities and Exchange Commission, the companies set a March 24 date for the vote. 

As of the close of business on Feb. 10, the record date, stockholders from both companies will meet on March 24 to consider and cast ballots for the proposal. Tesoro stockholders will meet at 12 p.m., Central Time, and Western Refining stockholders will meet at 10 a.m. Mountain Standard Time.

Tesoro and Western Refining Inc. signed a definitive merger agreement on Nov. 17 — a move that will make Tesoro a 3,000-plus station operation, as CSNews Online previously reported.

"The acquisition is expected to create a premier and highly integrated geographically diversified refining, marketing and logistics company, and provide a strong platform for earnings growth and cash flow generation," Gregory Goff, chairman, president and CEO of Tesoro, reported during the company's earnings call on Feb. 7.

He put the expected transaction closing date during the first half of this year.

However, the deal could be delayed. On Feb. 10, the Federal Trade Commission (FTC) sent both companies a request for more information, as CSNews Online previously reported. The inquiry could extend the merger review for up to 30 days starting from the time both companies have filed their answers.

In addition, Tesoro stockholders and Western Refining stockholders have filed separate class action suits against the transaction. A group of Tesoro stockholders filed a class action lawsuit against the company in Delaware's Chancery Court, alleging that its disclosures are inadequate and do not include key details about Goldman Sachs & Co., financial adviser to the deal.

A separate class action lawsuit filed federal court in El Paso, Texas, by Western Refining stockholders alleges that the company and its directors undervalued its stock and made misleading statements about the deal.

Tesoro offered to pay Western Refining stockholders $37.30 per share or issue 0.4350 shares of Tesoro common stock for each share of Western Refining stock when the deal was announced in November 2016.

San Antonio-based Tesoro is an independent refiner and marketer of petroleum products with a retail-marketing system that includes more than 2,400 retail stations under the ARCO, Shell, Exxon, Mobil, USA Gasoline, Rebel and Tesoro brands.

El Paso-based Western Refining is an independent refining and marketing company that operates refineries in El Paso and Gallup, New Mexico and St. Paul Park, Minnesota. Its retail operations includes retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily under the Giant, Howdy's and SuperAmerica brands.

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