Hess Corporation (NYSE: HES) today announced that independent
proxy voting and corporate governance advisory firm Glass, Lewis
& Co. (Glass Lewis) has recommended that Hess shareholders vote
FOR the proposed merger with Chevron. In its report, Glass Lewis
notes “the strategic and financial merits of the proposed merger
are sound and reasonable” and that “Hess shareholders will have the
opportunity to participate in the potential future upside of the
combined company.”
CEO John Hess said: “We are pleased that Glass Lewis recognizes
the value of this strategic transaction for shareholders and
supports the Board of Directors’ unanimous recommendation for our
proposed merger with Chevron. We strongly believe that voting FOR
the all-stock Chevron transaction now is the best, most accretive
value option for our shareholders and look forward to the
successful completion of our merger.”
Benefits to shareholders
The company reiterates a number of reasons for Hess shareholders
to support the merger. This strategic transaction locks in the
value for Hess shareholders at its all-time high price, providing
shareholders approximately 15% ownership of a premier supermajor
with a world class portfolio of investment opportunities. Increased
cash returns including dividends and share repurchases to Hess
shareholders upon closing are expected to be nearly 9 times the
current level and represent significant additional financial value
above the premium paid.
Additionally, by combining two strong companies, Hess
shareholders will benefit from greater asset and geographic
diversification, exposure to a stronger and industry leading
balance sheet, the ability to realize various operational and cost
synergies, and expanded global partnerships. The proposed all-stock
deal allows current Hess shareholders to continue to participate in
the upside of Chevron’s free cash flow growth.
Shareholders with questions about voting their shares of Hess
common stock should contact Hess’ proxy solicitor, MacKenzie
Partners, Inc. by phone at (212) 929-5500 / Toll-Free: (800)
322-2885 or email at proxy@mackenziepartners.com.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can identify these
statements and other forward-looking statements in this document by
words such as “expects,” “focus,” “intends,” “anticipates,”
“plans,” “targets,” “poised,” “advances,” “drives,” “aims,”
“forecasts,” “believes,” “approaches,” “seeks,” “schedules,”
“estimates,” “positions,” “pursues,” “progress,” “may,” “can,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “commits,” “on track,” “objectives,” “goals,”
“projects,” “strategies,” “opportunities,” “potential,”
“ambitions,” “aspires” and similar expressions, and variations or
negatives of these words, but not all forward-looking statements
include such words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the potential transaction, including the expected
time period to consummate the potential transaction, and the
anticipated benefits (including synergies) of the potential
transaction. All such forward-looking statements are based upon
current plans, estimates, expectations, and ambitions that are
subject to risks, uncertainties, and assumptions, many of which are
beyond the control of Chevron and Hess, that could cause actual
results to differ materially from those expressed in such
forward-looking statements. Key factors that could cause actual
results to differ materially include, but are not limited to the
risk that regulatory approvals are not obtained or are obtained
subject to conditions that are not anticipated by Chevron and Hess;
potential delays in consummating the potential transaction,
including as a result of regulatory proceedings or the ongoing
arbitration proceedings regarding preemptive rights in the Stabroek
Block joint operating agreement; risks that such ongoing
arbitration is not satisfactorily resolved and the potential
transaction fails to be consummated; Chevron’s ability to integrate
Hess’ operations in a successful manner and in the expected time
period; the possibility that any of the anticipated benefits and
projected synergies of the potential transaction will not be
realized or will not be realized within the expected time period;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement; risks
that the anticipated tax treatment of the potential transaction is
not obtained; unforeseen or unknown liabilities; customer,
shareholder, regulatory and other stakeholder approvals and
support; unexpected future capital expenditures; potential
litigation relating to the potential transaction that could be
instituted against Chevron and Hess or their respective directors;
the possibility that the potential transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; the effect of the announcement,
pendency or completion of the potential transaction on the parties’
business relationships and business generally; risks that the
potential transaction disrupts current plans and operations of
Chevron or Hess and potential difficulties in Hess employee
retention as a result of the potential transaction, as well as the
risk of disruption of Chevron’s or Hess’ management and business
disruption during the pendency of, or following, the potential
transaction; changes to the company’s capital allocation
strategies; uncertainties as to whether the potential transaction
will be consummated on the anticipated timing or at all, or if
consummated, will achieve its anticipated economic benefits,
including as a result of risks associated with third party
contracts containing material consent, anti-assignment, transfer or
other provisions that may be related to the potential transaction
and that are not waived or otherwise satisfactorily resolved;
changes in commodity prices; negative effects of the announcement
of the potential transaction, and the pendency or completion of the
proposed acquisition on the market price of Chevron’s or Hess’
common stock and/or operating results; rating agency actions and
Chevron’s and Hess’ ability to access short- and long-term debt
markets on a timely and affordable basis; various events that could
disrupt operations, including severe weather, such as droughts,
floods, avalanches and earthquakes, and cybersecurity attacks, as
well as security threats and governmental response to them, and
technological changes; labor disputes; changes in labor costs and
labor difficulties; the effects of industry, market, economic,
political or regulatory conditions outside of Chevron’s or Hess’
control; legislative, regulatory and economic developments
targeting public companies in the oil and gas industry; and the
risks described in (i) Part I, Item 1A “Risk Factors” of (a)
Chevron’s Annual Report on Form 10-K for the year ended December
31, 2023 and (b) Hess’ Annual Report on Form 10-K for the year
ended December 31, 2023, (ii) Hess’ definitive proxy statement in
connection with the potential transaction, and (iii) other filings
of Chevron and Hess with the U.S. Securities and Exchange
Commission (“SEC”). Other
unpredictable or factors not discussed in this communication could
also have material adverse effects on forward-looking statements.
Neither Chevron nor Hess assumes an obligation to update any
forward-looking statements, except as required by law. You are
cautioned not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes.
These forward-looking statements speak only as of the date
hereof.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act. In connection
with the potential transaction, Chevron filed a registration
statement on Form S-4 with the SEC containing a preliminary
prospectus of Chevron that also constitutes a preliminary proxy
statement of Hess. The registration statement was declared
effective on April 26, 2024. Chevron filed a prospectus on April
26, 2024, and Hess filed a definitive proxy statement on April 26,
2024. Hess commenced mailing of the definitive proxy
statement/prospectus to stockholders of Hess on or about April 26,
2024. This communication is not a substitute for the proxy
statement/prospectus or registration statement or for any other
document that Chevron or Hess may file with the SEC and send to
Hess’ stockholders in connection with the potential transaction.
INVESTORS AND SECURITY HOLDERS OF CHEVRON AND HESS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by
Chevron or Hess through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Chevron will be available free of charge on Chevron’s website at
http://www.chevron.com/investors. Copies of the documents filed
with the SEC by Hess will be available free of charge on Hess’
website at http://www.hess.com/investors.
PARTICIPANTS IN THE SOLICITATION
Chevron, Hess, their respective directors and certain of their
respective executive officers may be deemed to be “participants”
(as defined under Section 14(a) of the Securities Exchange Act of
1934) in the solicitation of proxies from shareholders of Hess with
respect to the potential transaction. Information about the
identity of Chevron’s (i) directors is set forth in the section
entitled “director summary” on page 9 of Chevron’s proxy statement
on Schedule 14A filed with the SEC on April 10, 2024 (and available
at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000119312524091327/d557504ddef14a.htm#toc557504_6a)
and (ii) executive officers is set forth in the section entitled
“Information about our Executive Officers at February 26, 2024” on
page 31 of Chevron’s Annual Report on Form 10-K filed with the SEC
on February 26, 2024 (and available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000009341024000013/cvx-20231231.htm#ib7903ee4cd7540d8ab5b70d4bf454edd_178).
Information about the compensation of Chevron’s non-employee
directors is set forth in the section entitled “2023 non-employee
director compensation” starting on page 25 of Chevron’s proxy
statement on Schedule 14A filed on April 10, 2024 (and available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000119312524091327/d557504ddef14a.htm#toc557504_10).
Information about the compensation of Chevron’s named executive
officers is set forth in the section entitled “compensation
discussion and analysis” starting on page 49 of Chevron’s proxy
statement on Schedule 14A filed with the SEC on April 10, 2024 (and
available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000119312524091327/d557504ddef14a.htm#toc557504_35)
and the Current Report on Form 8-K filed with the SEC on February
2, 2024 (and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/93410/000009341024000007/cvx-20240130.htm).
Transactions with related persons (as defined in Item 404 of
Regulation S-K promulgated under the Securities Act of 1933) are
disclosed in the section entitled “related person transactions” on
page 105 of Chevron’s proxy statement on Schedule 14A filed with
the SEC on April 10, 2024 (and available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000119312524091327/d557504ddef14a.htm#toc557504_50).
Information about the beneficial ownership of Chevron securities by
Chevron’s directors and named executive officers is set forth in
the section entitled “security ownership of certain beneficial
owners and management” starting on page 102 of Chevron’s proxy
statement on Schedule 14A filed with the SEC on April 10, 2024 (and
available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/93410/000119312524091327/d557504ddef14a.htm#toc557504_47).
Information about the identity of Hess’ (i) directors is set
forth in the section entitled “Director Nominees” on page v of
Hess’ proxy statement on Schedule 14A filed with the SEC on April
5, 2024 (and available at
https://www.sec.gov/Archives/edgar/data/4447/000119312524088446/d520445ddef14a.htm#toc520445_11)
and (ii) executive officers is set forth in the section entitled
“Information about our Executive Officers” on page 18 of Hess’
Annual Report on Form 10-K filed with the SEC on February 26, 2024
(and available at
https://www.sec.gov/Archives/edgar/data/4447/000162828024006845/hes-20231231.htm#ia1d039205cfa47fd9abb4a2a0a824bd0_22).
Information about the compensation of Hess’ non-employee directors
is set forth in the section entitled “Director Compensation” on
page 20 of Hess’ proxy statement on Schedule 14A filed with the SEC
on April 5, 2024 (and available at
https://www.sec.gov/Archives/edgar/data/4447/000119312524088446/d520445ddef14a.htm#toc520445_32).
Information about the compensation of Hess’ named executive
officers is set forth in the section entitled “Compensation
Discussion and Analysis” starting on page 21 of Hess’ proxy
statement on Schedule 14A filed with the SEC on April 5, 2024 (and
available at
https://www.sec.gov/Archives/edgar/data/4447/000119312524088446/d520445ddef14a.htm#toc520445_34)
and the Current Report on Form 8-K filed with the SEC on March 8,
2024 (and available at:
https://www.sec.gov/Archives/edgar/data/4447/000119312524063665/d741455d8k.htm).
Transactions with related persons (as defined in Item 404 of
Regulation S-K promulgated under the Securities Act of 1933) are
disclosed in the section entitled “Related Party Transactions” on
page 9 of Hess’ proxy statement on Schedule 14A filed with the SEC
on April 5, 2024 (and available at
https://www.sec.gov/Archives/edgar/data/4447/000119312524088446/d520445ddef14a.htm#toc520445_25).
Additional information about Hess’ directors and executive
officers with respect to the proposed transaction is available in
Hess’ definitive proxy statement for the transaction, including
under the sections entitled “The Merger—Hess Board’s
Recommendations and Its Reasons for the Merger,” “The
Merger—Interests of Directors and Executive Officers,” “The
Merger—Director and Officer Indemnification,” “The Merger
Agreement—Merger Consideration—Treatment of Hess Equity Awards,”
“Special Meeting—Voting by Hess’ Directors and Executive Officers,”
and “Non-Binding, Advisory Vote on Merger-Related Compensation for
Hess’ Named Executive Officers.”
Information about the beneficial ownership of Hess securities by
Hess’ directors and named executive officers is set forth in the
section entitled “Ownership of Equity Securities by Management” on
page 19 of Hess’ proxy statement on Schedule 14A filed with the SEC
on April 5, 2024 (and available at
https://www.sec.gov/Archives/edgar/data/4447/000119312524088446/d520445ddef14a.htm#toc520445_31)
and the section entitled “The Merger—Share Ownership of Directors,
Executive Officers and Certain Beneficial Owners of Hess” on page
75 of Hess’ definitive proxy statement. To the extent that Hess’
directors and executive officers and their respective affiliates
have acquired or disposed of security holdings since the applicable
“as of” date disclosed in the definitive proxy statement for the
transaction, such transactions have been or will be reflected on
Statements of Change in Ownership on Form 4, Initial Statements of
Beneficial ownership on Form 3, or amendments to beneficial
ownership reports on Schedules 13G filed with the SEC.
Hess Corporation is a leading global independent energy company
engaged in the exploration and production of crude oil and natural
gas. More information on Hess Corporation is available at
http://www.hess.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240519753866/en/
For Hess Corporation
Investor Contact: Jay Wilson (212) 536-8940
jrwilson@hess.com
Media Contacts: Lorrie Hecker (212) 536-8250
lhecker@hess.com
Liz James FGS Global (281) 881-5170 liz.james@fgsglobal.com
Hess (NYSE:HES)
過去 株価チャート
から 5 2024 まで 6 2024
Hess (NYSE:HES)
過去 株価チャート
から 6 2023 まで 6 2024