press release

Unocal recommends stockholders not accept mini-tender offer

El Segundo, Calif., Nov. 16, 2001 - Unocal Corporation (NYSE: UCL) today said that it recommends that stockholders not accept an unsolicited, below-market mini-tender offer for up to 7.5 million shares, or 3.07 percent of Unocal's outstanding common stock, by TRC Capital Corporation, a Canadian-based firm. The mini-tender offer, received by Unocal on Nov. 15, 2001, is for a below-market price of $30.35 per share in cash.

The offer price is 3.7 percent below Unocal's closing price today.

Unocal said it does not recommend or endorse the unsolicited offer for the following reasons:

  • The TRC offer is nearly 4 percent below the current market price for Unocal common stock;
  • TRC offers no assurances that it will have the financial resources to complete the mini-tender offer;
  • TRC can withdraw its offer at any time.

Stockholders who are considering tendering their shares are cautioned to consult their financial advisors or a reputable broker before making any decision.

TRC has made numerous mini-tender offers for other companies' shares.

The U.S. Securities and Exchange Commission (SEC) has recommended that investors carefully scrutinize and exercise caution in connection with mini-tender offers and has issued an investor alert with respect to such mini-tender offers (see SEC Alert).

These mini-tender offers are also the subject of an investor alert ("Mini-Tender Offers - Watch Out For Mini-tender Offers at Below Market Price") and a staff notice issued by the Canadian Securities Administration (see CSA Investor Alert).

About Unocal Corporation

Unocal is one of the world's leading independent natural gas and crude oil exploration and production companies. The company's principal operations are located in North America (Gulf of Mexico region, Alaska and Canada) and in Asia (Thailand, Indonesia, Bangladesh, Myanmar and Azerbaijan). The company is also pursuing exploration programs in West Africa and Brazil.

Updated: November 2001