INC (NASDAQ:INCR) Files An 8-K Other Events
Item8.01 Other Events.
As previously disclosed, on May31, 2017, we announced the
preliminary results of the cash/stock election that was available
to Western Refining, Inc. (Western Refining) stockholders of
record in connection with Tesoro Corporations (Tesoros)
acquisition of Western Refining (the Merger). The notice of
guaranteed delivery period applicable to such election expired on
June2, 2017, and in connection therewith we announce the
following final results of the cash/stock election:
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Because, as previously disclosed, the cash consideration option was oversubscribed, stockholders of record of Western Refining who validly elected to receive the cash consideration of $37.30 in cash (the Cash Consideration) each received, subject to rounding, the Cash Consideration for approximately 19.55% of the shares of Western Refining common stock in respect of which they had validly made elections for the Cash Consideration and the stock consideration of 0.4350 of a share of Tesoro common stock, plus cash in lieu of any fractional share of Tesoro common stock (the Stock Consideration) with respect to the remaining shares of Western Refining common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares of Western Refining common stock as more particularly set forth in the merger agreement for the Merger); and |
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As previously disclosed, stockholders of record of Western Refining who validly elected to receive the Stock Consideration, and those that failed to make a valid election prior to 5:00 p.m., New York City time, on May30, 2017, the election deadline, received, for each share of Western Refining common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly set forth in the merger agreement for the Merger) the Stock Consideration. |
Based on the final prorationing described above, the Western
Refining stockholders received in the aggregate 42,617,738 shares
of Tesoro common stock (which excludes shares to be issued in the
future under certain Western Refining equity awards that were
converted into Tesoro equity awards as a result of the Merger)
and approximately $404 million in cash.
The issuance of shares of Tesoro common stock in connection with
the Merger was registered under the Securities Act of 1933 (the
Securities Act) to Tesoros registration statement on Form S-4
(File No.333-215080), declared effective by the Securities and
Exchange Commission (the SEC) on February16, 2017. The joint
proxy statement/prospectus (the Joint Proxy Statement/Prospectus)
included in the registration statement contains additional
information about the Merger, and incorporates by reference
additional information about the Merger from Current Reports on
Form 8-K filed by Tesoro and Western Refining and incorporated by
reference into the Joint Proxy Statement/Prospectus.
The foregoing description of the Merger and the merger agreement
therefor does not purport to be complete and is qualified in its
entirety by reference to such merger agreement, which was filed
as Annex A to the Joint Proxy Statement/Prospectus and is
incorporated herein by reference.
About INC (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.