press releaseChevron Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Corporation
SAN RAMON, Calif., Sep. 5, 2018 – Chevron Corporation (NYSE: CVX) said today it has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 1 million shares of its common stock, representing approximately 0.052% of Chevron’s outstanding shares. TRC Capital's offer price of $114.00 is 4.21% below the closing price of Chevron’s stock on August 24, 2018, the last trading day prior to the date of the offer, and 4.09% less than the closing price of $118.87 on September 4, 2018.
Chevron recommends stockholders do not tender 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 U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. Chevron is in no way associated with TRC Capital Corporation, the mini-tender offer or the offer documentation.
Chevron urges stockholders to obtain current market quotations for their shares of common stock, to consult their financial advisor, and to exercise caution with respect to TRC Capital's offer.
The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, 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 website. The Canadian Securities Administrators also has issued an advisory titled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!"
Chevron stockholders who have already tendered their shares 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., New York City Time on Wednesday, September 26, 2018.
Chevron urges broker-dealers and other market participants in the dissemination of the offer to review the SEC's recommendations to broker-dealers in these circumstances, which can be found on the SEC website and the Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001 regarding the dissemination of mini-tender offer materials.
Chevron requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer.
Chevron Corporation is one of the world's leading integrated energy companies. Through its subsidiaries that conduct business worldwide, the company is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; generates power; and develops and deploys technologies that enhance business value in every aspect of the company's operations. Chevron is based in San Ramon, Calif. More information about Chevron is available at www.chevron.com.
Published: September 2018