HESS CORPORATION
Filed by Hess Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No. 333-277356 Subject Company: Hess Corporation Commission File No.: 001-01204 Date: May 20, 2024
The following press release was issued by Hess Corporation (Hess) and posted to Hess internal website for employees on May 20, 2024. |
FOR IMMEDIATE RELEASE
Glass Lewis Recommends Hess Shareholders Vote For Proposed Merger with Chevron
NEW YORK, May 20, 2024 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 Chevrons 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; Chevrons 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 Chevrons or Hess management and business disruption during the pendency of, or following, the potential transaction; changes to the companys 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 Chevrons or Hess common stock and/or operating results; rating agency actions and Chevrons 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 Chevrons 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) Chevrons 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 Chevrons 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 Chevrons (i) directors is set forth in the section entitled director summary on page 9 of Chevrons 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#toc5 57504_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 Chevrons 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 Chevrons non-employee directors is set forth in the section entitled 2023 non-employee director compensation starting on page 25 of Chevrons 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#toc5 57504_10). Information about the compensation of Chevrons named executive officers is set forth in the section entitled compensation discussion and analysis starting on page 49 of Chevrons 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#toc5 57504_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 Chevrons 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#toc5 57504_50). Information about the beneficial ownership of Chevron securities by Chevrons 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 Chevrons 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#toc5 57504_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 MergerHess Boards Recommendations and Its Reasons for the Merger, The MergerInterests of Directors and Executive Officers, The MergerDirector and Officer Indemnification, The Merger AgreementMerger ConsiderationTreatment of Hess Equity Awards, Special MeetingVoting 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 MergerShare 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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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