Tesoro & Western Refining Stockholders Approve $4.1B Merger

SAN ANTONIO, Texas — Tesoro Corp. and Western Refining Inc. took one step closer to their pending tie up. Stockholders of both companies voted in favor of Tesoro's acquisition of Western Refining. 

At separate special stockholders' meetings on March 24, 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. 

At final tally, more than 99 percent of Tesoro's outstanding shares present and entitled to vote and approximately 80 percent of Western Refining's outstanding shares entitled to vote supported the transaction.

"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 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.

Tesoro and Western Refining Inc. signed a $4.1-billion definitive merger agreement on Nov. 17 — a move that will make Tesoro a 3,000-plus station operation once the deal closes.

As CSNews Online previously reported, the boards of directors for both companies approved the transaction in the fall. The total deal is valued at $6.4 billion and includes the assumption of approximately $1.7 billion of Western Refining's net debt and the $605-million market value of non-controlling interest in Western Refining Logistics LP.

Under the terms of the agreement, Western Refining shareholders can elect to receive 0.4350 shares of Tesoro for each share of Western stock they own, or $37.30 in cash per share of Western stock.

Also at the Tesoro special meeting on Friday, 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. Tesoro and Western Refining continue to expect the transaction to close in the first half of the year.

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

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, N.M., and St. Paul Park, Minn. 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.