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Western Refining Stockholders Approve Tesoro Acquisition

Western Refining, March 27, 2017

Western Refining, Inc. has announced that WNR stockholders have approved the proposed acquisition of Western Refining by Tesoro Corporation.  At a special stockholders meeting, WNR stockholders approved the adoption of the previously disclosed agreement and plan of merger.  The proposal to approve the acquisition was supported by approximately 80 percent of Western Refining’s outstanding shares entitled to vote.

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.

Tesoro stockholders today approved the issuance of shares of Tesoro common stock in connection with the acquisition by more than 99 percent of Tesoro’s outstanding shares present and entitled to vote.

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.  Tesoro and Western Refining continue to expect the transaction to close in the first half of 2017.

Also at the Western Refining special meeting, WNR stockholders approved, among other things, (i) on a non-binding, advisory basis, certain compensation that may be paid or become payable to Western’s named executive officers in connection with the acquisition, and (ii) on a non-binding, advisory basis, 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.

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.


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