Unocal Receives Merger Proposal From CNOOC for $67 Per Share
June 22 2005 - 7:58PM
PR Newswire (US)
Unocal Receives Merger Proposal From CNOOC for $67 Per Share EL
SEGUNDO, Calif., June 22 /PRNewswire-FirstCall/ -- Unocal
Corporation (NYSE:UCL) today said it has received a proposal from
CNOOC Limited, an affiliate of China National Offshore Oil Company,
to acquire all outstanding shares of Unocal for $67 per share in
cash. On April 4, 2005, Unocal agreed to be acquired by Chevron
Corporation in a merger that offers Unocal stockholders an
election, subject to proration, between $65 in cash, 1.03 shares of
Chevron common stock and a combination of cash and Chevron commons
stock for each Unocal share. In connection with entering into the
Chevron merger agreement, the Unocal board of directors recommended
the transaction to Unocal stockholders. That recommendation remains
in effect. Unocal said that it intends to evaluate the CNOOC
proposal in a manner consistent with the board's fiduciary duties
and its obligations under the Chevron agreement. Unocal also said
that there can be no assurance that the proposal would result in a
definitive agreement with CNOOC. 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 oil
and gas activities are in North America and Asia. For additional
information about Unocal's global activities, visit the company's
web site at http://www.unocal.com/. Additional Information for
Investors Chevron has filed a preliminary Form S-4, Unocal will
file a proxy statement and both companies 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 herein, including
statements as to the proposed merger transaction with Chevron, the
CNOOC proposal 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 uncertainties as a result of the CNOOC
proposal and other risk factors as detailed from time to time in
Unocal's reports filed or furnished with the SEC, including
Unocal'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, Unocal undertakes no obligation to update publicly any
forward-looking statements herein, whether as a result of new
information, future events or otherwise. DATASOURCE: Unocal
Corporation CONTACT: Barry Lane (News media), or Robert Wright
(Investors), both of Unocal Corporation, +1-310-726-7665 Web site:
http://www.unocal.com/
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