Sept 9 (Reuters) - U.S. refiner Phillips 66 said

on Tuesday it will acquire the remaining 50% stake in WRB

Refining from Cenovus Energy ( CVE ) for $1.4 billion, giving

it full ownership of two major U.S. refineries.

WRB includes the Wood River refinery in Illinois and the

Borger refinery in Texas, which have a combined crude throughput

capacity of 495,000 barrels per day (bpd).

The refineries - which would add about 250,000 bpd to

Phillips 66's net refining capacity - can process heavy and

medium sour crudes as well as light sweet crudes, and produce a

high percentage of transportation fuels.

Phillips 66 has been streamlining its business to focus on

refinery business, following a long-drawn proxy battle with

activist investor Elliott Investment Management.

Elliott had advocated exploring a sale or spinoff of the

midstream business and other divestments to concentrate on

refining. Earlier this year, Phillips 66 sold its 65% stake in a

German and Austrian fuel retail business.

"With full ownership of the Wood River and Borger

refineries, we are strengthening our integrated business and

expanding our position in a region where we lead the industry,"

Phillips 66 CEO Mark Lashier said.

Meanwhile, the Canadian oil and gas producer has reported

underperformance at some of its U.S. refineries. Cenovus said

the WRB sale will simplify its downstream business and sharpen

its focus on assets tied to heavy oil operations.

The companies expect the transaction to close between

the end of the third and fourth quarters. After closing,

Cenovus's refining business will include plants in Lloydminster,

Lima, Toledo and Superior, with total throughput capacity of

472,800 bpd.

Cenovus said it would use the proceeds to reduce net debt

and accelerate shareholder returns by boosting share

repurchases.