Chevron Corporation Responds To Below-Market Mini-Tender Offer By TRC Capital Corporation
SAN RAMON, Calif., March 31, 2006 -- Chevron Corporation (NYSE: CVX) today said that it has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 2 million shares of its common stock, representing approximately 0.09 percent of Chevron's outstanding shares. TRC Capital's offer price of $54.10 per share represents a 3.99 percent discount to the closing price of Chevron's stock on March 14, 2006, the day prior to the date of the offer, and a 6.67 percent discount to today's closing price of $57.97.
Chevron recommends against stockholders tendering their shares in response to this unsolicited mini-tender offer. Mini-tender offers, such as this one by TRC Capital, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. Chevron notes that it is in no way associated with TRC Capital Corporation, the mini-tender offer or the offer documentation.
Chevron urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisor and to exercise caution with respect to TRC Capital's offer.
The SEC has issued "Investor Tips" regarding mini-tender offers, noting that often in making the offers at below-market prices "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory may be found on the SEC Web site, at www.sec.gov/investor/pubs/minitend.htm The Canadian Securities Administration also has issued an advisory titled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!" that can be found at www.osc.gov.on.ca/About/NewsReleases/1999/nr_19990927_mini.jsp.
Chevron stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. EDT on April 13, 2006.
Chevron refers broker/dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker/dealers in these circumstances, which can be found on the SEC's Web site at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the "Market Professionals -- Information Memos" tab on the NYSE's website at www.nyse.com.
Updated: March 2006