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The Honolulu Advertiser

Posted at 9:53 a.m., Wednesday, November 21, 2007

Tesoro adopts poison pill to protect against takeovers

Advertiser Staff

Tesoro Corp., the owner of seven U.S. refineries, adopted a stockholder-rights plan and said it's making no recommendation to investors on whether to accept a $1.4 billion tender offer for 16 percent of the company's stock by Kirk Kerkorian's Tracinda Corp, Bloomberg News reported. Tesoro operates Hawai'i's largest oil refinery.

The rights plan is designed to block potential acquirers from gaining control of the refiner without paying a premium for all of its shares, San Antonio-based Tesoro said today in a statement. The so-called poison pill wouldn't be triggered by successful completion of Tracinda's tender offer because the investment firm would increase its stake to 19.98 percent, just below the 20 percent threshold for the plan, Tesoro said.

Tracinda on Nov. 7 offered to buy 21.9 million shares of Tesoro at $64 each in a transaction that would make it the company's largest shareholder, Bloomberg said. The offer, set to expire Dec. 6, is 12 percent higher than Tesoro's last close before Tracinda announced plans for the tender on Oct. 26.