Tracinda Kills Tesoro Offer

| About: Tesoro Corporation (TSO)

Tracinda, the holding company owned by Kirk Kerkorian, has withdrawn its tender offer to take a minority stake in petroleum refiner Tesoro Corp. following Tesoro's adoption of a shareholder rights plan that Tracinda says is a poison pill. On November 7, Tracinda made a $64 per share cash tender offer for up to 21.9 million shares, which would have brought its total stake to 19.98%. Tesoro's board claimed to be neutral on the offer but adopted the shareholder plan, which was designed to prevent any single shareholder from "gain[ing] control of Tesoro by open market accumulation or other coercive takeover tactics without paying a premium for all of the Company's shares." The terms of the plan were to be triggered when a shareholder acquired a 20% stake. Tracinda argued that the plan "inhibit[ed] value for all Tesoro stockholders" because it "restrict[ed] the ability of shareholders to vote, sell or acquire Tesoro shares freely without fear of triggering [its] draconian provisions." It claimed the plan was a "failure of a condition" of the tender and therefore rescinded the offer. Tesoro shares fell 5.9% to close at $48.65 Tuesday on the news.

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