Hess Corporation Receives Stockholder Approval for Proposed Merger with Chevron
28 Maio 2024 - 3:20PM
Business Wire
Hess Corporation (NYSE: HES) today announced that it has
received the necessary approval of its stockholders for closing the
company’s merger with Chevron Corporation. At the special meeting
of Hess stockholders held today, a majority of the outstanding
shares of Hess common stock were voted in favor of the adoption of
the merger agreement.
“We are very pleased that the majority of our stockholders
recognize the compelling value of this strategic transaction and
look forward to the successful completion of our merger with
Chevron,” CEO John Hess said. “Together we will be positioned as a
premier integrated energy company, with the leadership, asset
portfolio and financial resources to deliver significant
shareholder value for years to come.”
The final voting results on the proposals voted on at the
special meeting will be set forth in a Form 8-K that Hess will file
with the U.S. Securities and Exchange Commission after
certification by its inspector of election.
No approval of Chevron stockholders is required in connection
with the merger. Completion of the merger remains subject to other
closing conditions, including expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the satisfactory
resolution of ongoing arbitration proceedings regarding preemptive
rights in the Stabroek Block joint operating agreement. Chevron and
Hess are working to complete the merger as soon as practicable.
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,
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 Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2024 and (b) Hess’ Annual Report
on Form 10-K for the year ended December 31, 2023 and Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2024,
(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. 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.
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/20240528368826/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
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