Chevron Corporation and Unocal Corporation Announce Preliminary Results of Elections for Merger Consideration
10 August 2005 - 11:30PM
PR Newswire (US)
SAN RAMON, Calif. and EL SEGUNDO, Calif., Aug. 10
/PRNewswire-FirstCall/ -- Chevron Corporation (NYSE:CVX) and Unocal
Corporation (NYSE:UCL) today announced 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 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 $39.75 in
cash and 0.4366 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
http://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
http://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 http://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, http://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. DATASOURCE: Chevron
Corporation CONTACT: Donald Campbell of Chevron Corporation,
+1-925-842-2589; or Barry Lane of Unocal Corporation,
+1-310-726-7731 Web site: http://www.unocal.com/ Web site:
http://www.chevron.com/
Copyright
Unocal (NYSE:UCL)
Historical Stock Chart
From Sep 2024 to Oct 2024
Unocal (NYSE:UCL)
Historical Stock Chart
From Oct 2023 to Oct 2024