EL PASO, Texas, May 24, 2017 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) today announced that the waiting
period applicable to its proposed acquisition by Tesoro Corporation (NYSE:TSO) pursuant to the Hart Scott Rodino (HSR) Act has
terminated. This satisfies one of the final conditions to the closing of the pending acquisition. Western Refining therefore
expects the closing of the acquisition to occur on June 1, 2017, subject to the satisfaction or waiver of the remaining customary
conditions to closing.
ANNOUNCEMENT OF THE ELECTION
DEADLINE
In light of the expected closing of Tesoro’s acquisition of Western Refining, Tesoro, with the consent of Western
Refining, has publicly announced that the “Election Deadline” (as defined in the election materials previously provided to Western
Refining stockholders of record and in the Agreement and Plan of Merger, dated as of November 16, 2016, by and among Tesoro,
Western Refining, Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC) for stockholders of record of Western Refining to make
their elections with respect to the merger consideration payable upon the closing of Tesoro’s acquisition of Western Refining shall
be 5:00 p.m. Eastern Time on May 30, 2017, unless otherwise extended by Tesoro by subsequent public announcement. Western Refining
stockholders who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline than the Election
Deadline for making their elections, based on the instructions of their brokers, banks or other nominees. Western Refining
stockholders bear the risk of ensuring proper and timely delivery of their election materials.
Western Refining stockholders of record with questions regarding the election process should contact Innisfree
M&A Incorporated, who is the information agent for the election, toll-free at 1-888-750-5834 or collect at 1-212-750-5833 as
soon as possible. Western Refining stockholders holding shares of Western Refining in street name should contact their broker, bank
or other nominee with questions regarding the election process.
About Western Refining
Western 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 communication 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.
No Offer or Solicitation:
This communication relates to a proposed business combination between Western Refining and Tesoro. This communication is for
informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities in any
jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in
any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It:
In connection with the proposed transaction, Tesoro has filed with the SEC, and the SEC has declared effective, a registration
statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western Refining, which
proxy statement/prospectus was first mailed to Tesoro and Western Refining stockholders on February 17, 2017. This communication is
not a substitute for the registration statement, proxy statement/prospectus or any other documents that Tesoro or Western Refining
may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN
REFINING ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents,
including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s
website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free
of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at
210-626-6000. Copies of documents filed with the SEC by Western Refining will be made available free of charge on Western
Refining’s website at http://www.wnr.com or by contacting Western Refining’s Investor Relations Department by
phone at 602-286-1530 or 602-286-1533.
Investor and Analyst Contact: Jeffrey S. Beyersdorfer (602) 286-1530 Michelle Clemente (602) 286-1533 Media Contact: Gary Hanson (602) 286-1777