Unocal Accepts Increased Offer from Chevron
July 20 2005 - 1:54AM
PR Newswire (US)
Unocal Accepts Increased Offer from Chevron SAN RAMON, Calif. and
EL SEGUNDO, Calif., July 20 /PRNewswire-FirstCall/ -- - Chevron
Corporation (NYSE:CVX) and Unocal Corporation (NYSE:UCL) today
jointly announced an amended merger agreement, which provides for
an increase in the consideration to be received by Unocal
stockholders. The revised transaction is structured as 40 percent
cash and 60 percent stock, providing an overall value of $63.01 per
share of Unocal common stock based on the closing price of Chevron
stock on July 19, 2005. Unocal stockholders may elect to receive,
for each share of Unocal stock, either $69 in cash, 1.03 shares of
Chevron stock, or a combination of $27.60 in cash and 0.618 of a
share of Chevron common stock, with the all-cash and all-stock
elections subject to proration. In the aggregate, Chevron will
issue approximately 168 million shares of Chevron stock and pay
approximately $7.5 billion in cash. The Unocal board of directors
recommends that Unocal stockholders vote in favor of adopting the
Chevron merger agreement, as amended, at the special meeting of
stockholders scheduled for Aug. 10, 2005. 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 This news release contains forward-looking statements
about matters such as the proposed merger transaction with Chevron.
Although these statements are based upon Unocal's current
expectations and beliefs, they are subject to known and unknown
risks and uncertainties that could cause actual results and
outcomes to differ materially from those described in, or implied
by, the forward-looking statements, including uncertainties as a
result of the CNOOC proposal, international and domestic political
and economic factors, volatility in commodity prices, and other
factors discussed in Unocal's 2004 Annual Report on Form 10-K and
subsequent reports filed or furnished by Unocal with the SEC.
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, +1-925-842-2589;
or Barry Lane of Unocal, +1-310-726-7731, or Robert Wright of
Unocal Investor Relations, +1-310-726-7665 Web site:
http://www.chevron.com/
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