Chevron Corporation and Unocal Corporation Announce Preliminary Results of Elections for Merger Consideration
Chevron Corp. reissued news release with corrections at 8:38 a.m. Pacific Time.
SAN RAMON AND EL SEGUNDO, Calif., Aug. 10, 2005 -- Chevron Corporation (NYSE: CVX) and Unocal Corporation (NYSE: UCL) today have corrected the preliminary results of elections made by Unocal stockholders for the form of merger consideration to be received in the merger of Unocal and Chevron. The merger consideration estimated to be paid with respect to the all cash election has been corrected. The preliminary results of elections are as follows:
- Cash Elections: Elections to receive $69.00 in cash for each share of Unocal common stock were made with respect to approximately 241,921,767 shares of Unocal common stock, of which approximately 95,421,298 shares remain subject to outstanding guarantees of delivery;
- Stock Elections: Elections to receive 1.03 shares of Chevron common stock for each share of Unocal common stock were made with respect to approximately 22,132,774 shares of Unocal common stock, of which approximately 5,153,861 shares remain subject to outstanding guarantees of delivery;
- Mixed Elections: Elections to receive a combination of 0.618 of a share of Chevron common stock and $27.60 in cash for each share of Unocal common stock were made with respect to approximately 10,092,828 shares of Unocal common stock, of which approximately 2,058,392 shares remain subject to outstanding guarantees of delivery; and
- Non-Elections: No election was made with respect to approximately 290,073 shares of Unocal common stock.
The all-cash election and all-stock election are subject to proration calculations to preserve an overall per share mix of 0.618 of a share of Chevron common stock and $27.60 in cash for all outstanding shares of Unocal common stock taken together. Based on these preliminary results of the elections and subject to confirmation of the validity of elections made, the number and nature of failed guaranteed deliveries, whether the failed deliveries relate to stock or cash or mixed elections and final proration calculations, the merger consideration currently estimated to be paid to Unocal stockholders is as follows:
- Cash Elections: Unocal stockholders who validly elected to receive all cash would be expected to receive $30.13 in cash and 0.5803 of a share of Chevron common stock for each share of Unocal common stock with respect to which that election was made;
- Stock Elections: Unocal stockholders who validly elected to receive all Chevron common stock would be expected to receive 1.03 shares of Chevron common stock for each share of Unocal common stock with respect to which that election was made;
- Mixed Elections: Unocal stockholders who validly elected the mixed election will receive 0.618 of a share of Chevron common stock and $27.60 in cash for each share of Unocal common stock; and
- Non-Elections: Unocal stockholders who did not make a valid election will receive 0.618 of a share of Chevron common stock and $27.60 in cash for each share of Unocal common stock.
The final results of the elections are expected to be announced on or about Wednesday, Aug. 17, 2005. Under the Agreement and Plan of Merger dated April 4, 2005 among Unocal Corporation, Chevron Corporation and Blue Merger Sub Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, fractional shares of Chevron will not be issued. In lieu thereof, stockholders will receive cash.
Chevron Corporation is one of the world's leading energy companies. With more than 53,000 employees, Chevron subsidiaries conduct business in approximately 180 countries around the world, producing and transporting crude oil and natural gas, and refining, marketing and distributing fuels and other energy products. Chevron is based in San Ramon, Calif. More information on Chevron is available at www.chevron.com.
Unocal Corporation is one of the world's leading independent natural gas and crude oil exploration and production companies. The company's principal oil and gas activities are in North America and Asia. Unocal is based in El Segundo, Calif. Additional information on Unocal is available at www.unocal.com.
ADDITIONAL INFORMATION FOR INVESTORS
Chevron has filed a Form S-4, Unocal has filed a proxy statement and both companies have filed and will file other relevant documents concerning the proposed merger transaction with Chevron with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4, PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain the documents free of charge at the Web site maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Chevron free of charge by contacting Chevron Comptroller's Department, 6001 Bollinger Canyon Road - A3201, San Ramon, CA 94583-2324. You may obtain documents filed with the SEC by Unocal free of charge by contacting Unocal Stockholder Services at (800) 252-2233, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245.
Chevron, Unocal, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Unocal's stockholders in connection with the proposed Chevron merger. Information about the directors and executive officers of Chevron and their ownership of Chevron stock is set forth in the proxy statement for Chevron's 2005 Annual Meeting of Stockholders. Information about the directors and executive officers of Unocal and their ownership of Unocal stock is set forth in the proxy statement for Unocal's 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger. Investors should read the Form S-4 and proxy statement carefully before making any voting or investment decisions.
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical and factual information contained herein, the matters set forth in this news release, including the amount and type of merger consideration to be received and other statements identified by words such as "estimates," "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of closing conditions contained in the merger agreement and other risk factors relating to our industry as detailed from time to time in each of Chevron's and Unocal's reports filed with the SEC, including each such company's most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, neither Chevron nor Unocal undertakes any obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise.
Copies of Unocal's SEC filings are available from Unocal by calling 800-252-2233 or from the SEC by calling 800-SEC-0330. The reports are also available on the Unocal web site, www.unocal.com. Unocal undertakes no obligation to update the forward-looking statements in this news release to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Updated: August 2005