January 10, 2017 (Shareholders Foundation) - An investor who currently holds shares of Western Refining, Inc. (NYSE:WNR), filed a lawsuit in effort to halt the proposed takeover of Western Refining, Inc. by Tesoro Corporation for a value of approximately $37.50 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:WNR stockholders by agreeing to sell Western Refining, Inc too cheaply via an unfair process to Tesoro Corporation.

On November 17, 2016 - Tesoro Corporation (NYSE: TSO) and Western Refining, Inc. (NYSE:WNR) announced an agreement under which Tesoro will acquire Western Refining, Inc. (NYSE:WNR) at an implied current price of $37.30 per Western Refining, Inc. (NYSE:WNR) share in a stock transaction, representing an equity value of $4.1 billion based on Tesoro's closing stock price of $85.74 on November 16, 2016.

However, plaintiff claims that the proposed consideration NYSE:WNR shareholders will receive is grossly inadequate and undervalues Western Refining, Inc. In addition, the plaintiff alleges that the process is also unfair NYSE:WNR stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a hefty $120 million termination fee, that deter other bidder from making a superior offer for Western Refining, Inc. The plaintiff also alleges that the deal is tainted by the fact that Barclays, which advised Western Refining, Inc through negotiations, has a $293 million stake in the company and received fees.

Shares of Western Refining, Inc. (NYSE:WNR) closed on January 10, 2017 at $35.49 per share.