As previously disclosed, on October 22, 2023, Hess Corporation (“Hess”), Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a wholly owned subsidiary of Chevron (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will be merged with and into Hess, with Hess surviving the merger as a direct, wholly owned subsidiary of Chevron (such transaction, the “Merger”).
Hess is filing this Current Report on Form 8-K to ensure that its investors and other interested parties are aware that on February 26, 2024, Chevron filed a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission containing a preliminary prospectus of Chevron that also constitutes a preliminary proxy statement of Hess (the “Preliminary Proxy Statement/Prospectus”) with respect to the Merger.
The Preliminary Proxy Statement/Prospectus will be updated and revised by Chevron and Hess prior to becoming definitive and being mailed to Hess stockholders, and Hess undertakes no obligation, and does not intend, to file additional updates regarding the status of the Preliminary Proxy Statement/Prospectus or the information set forth therein, except for a definitive proxy statement on Schedule 14A following effectiveness of the Form S-4.
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 Merger, including the expected time period to consummate the Merger, and the anticipated benefits (including synergies) of the Merger. 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 Merger, including as a result of regulatory proceedings; 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 Merger 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 Merger 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 Merger that could be instituted against Chevron and Hess or their respective directors; the possibility that the Merger 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 Merger on the parties’ business relationships and business generally; risks that the Merger disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the Merger, as well as the risk of disruption of Chevron’s or Hess’ management and business disruption during the pendency of, or following, the Merger; the receipt of required Chevron board of directors’ authorizations to implement capital allocation strategies, including future dividend payments; uncertainties as to whether the Merger will be consummated on the anticipated timing or at all, or if consummated, will achieve its anticipated economic
