Tracinda Announces Tender Offer for 16% of Tesoro Corporation Shares

LOS ANGELES--(BUSINESS WIRE)--Tracinda Corporation today announced that it intends to make a cash tender offer for up to 21,875,000 shares of common stock of Tesoro Corporation (NYSE: TSO) at a price of $64.00 per share. The offer price represents an 11.9% premium over Tesoro’s closing stock price of $57.20 on October 25, 2007 and a 36.7% premium over Tesoro’s closing stock price on October 3, 2007, the day upon which Tracinda began purchasing shares in the company. The offer is without regard to Tesoro’s regular quarterly dividend of $.10 per share expected to be paid in December 2007.

The shares to be purchased pursuant to the offer represent approximately 16% of the outstanding shares of Tesoro Corporation common stock. Tracinda Corporation, of which Kirk Kerkorian is the sole shareholder, currently owns 5.5 million shares of Tesoro common stock, which represents approximately 4% of the outstanding shares. Tracinda’s average cost for such shares is approximately $52.23 per share. Upon completion of the offer, Tracinda would beneficially own 27,375,000 shares of Tesoro common stock, or approximately 20%.

Tracinda believes that the fundamentals of the petroleum refining industry make it an attractive area for investment. Tracinda has chosen to invest in Tesoro because Tracinda believes that the company is well positioned within the industry and has a management team that is effectively executing its strategic plan. Tracinda looks forward to participating in the growth of the company alongside the other shareholders.

Once the tender offer is commenced, offering materials will be mailed to Tesoro stockholders and filed with the Securities and Exchange Commission. Tesoro stockholders are urged to read the offering materials when they become available because they will contain important information.

The tender offer will be subject to customary conditions for transactions of this type, including expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is required as a result of the number of shares Tracinda intends to acquire in the tender offer. Tracinda’s offer will not be subject to financing.

THIS DOCUMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. TRACINDA HAS NOT YET COMMENCED THE TENDER OFFER DESCRIBED HEREIN. THE TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THIS TENDER OFFER STATEMENT OF TRACINDA AND THE RELATED LETTER OF TRANSMITTAL WHEN SUCH DOCUMENTS ARE FILED AND BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WILL BE FILED BY TRACINDA WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”). INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THIS STATEMENT (WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC’S WEB SITE AT: HTTP://WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO TRACINDA.