Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
31 Março 2017 - 3:28PM
Edgar (US Regulatory)
|
Filing
pursuant to Rule 425 under the
Securities
Act of 1933, as amended
Deemed
filed under Rule 14a-12 under the
Securities
Exchange Act of 1934, as amended
Filer:
Western Refining, Inc.
Subject
Company: Western Refining, Inc.
Commission
File No.: 001-32721
|
In connection with the Merger Agreement currently in effect
between Western Refining, Inc. (“Western”) and Tesoro Corporation and certain of their affiliates, Western has suspended
purchases of Western common stock under the Employee Stock Purchase Plan (the “ESPP”).
This means that no stock purchases will be made with any contributions
collected during the March contribution period. Therefore, effectively immediately, you will receive no further Western common
stock under the ESPP. Any payroll contributions deducted and collected in March will be returned to you as soon as administratively
feasible.
Over the next few weeks you will receive additional information
regarding your ESPP account. In the interim, if you have any questions, please contact the Benefits Department at 844-224-4996
or 602-286-1425.
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.
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