This is a couple of posts on the Chevron web site.
Chevron and Unocal: The Value of Certainty
By David O’Reilly, Chairman and CEO, Chevron Corp.
This article appeared in The Wall Street Journal on July 12, 2005
An unsolicited 11th hour bid by the China National Offshore Oil Corp.'s CNOOC Ltd. subsidiary to buy Unocal Corp. - attempting to break up a merger agreement that Unocal signed with Chevron three months ago - has generated an extraordinary amount of public interest. As the Chevron-Unocal agreement nears an Aug. 10 vote by Unocal shareholders, we think it's important to focus on two critically important issues.
For Unocal shareholders, the most important issue is clear. It is a choice between a definitive merger agreement with Chevron, which can close in the next four weeks, versus an uncertain and highly contingent proposal from CNOOC, which cannot be executed unless and until Unocal shareholders reject the Chevron agreement, or Chevron opts out.
Even if CNOOC were to ultimately enter into a firm agreement with Unocal, it would still face a complex and uncertain government review process, including Congressional hearings and inquiries by four state Attorneys General, that will focus on anti-trust, national security, pension, environmental and fair trade issues. Chevron, by contrast, has already cleared all the necessary regulatory hurdles.
In addition to the certainty and security that we offer to Unocal shareholders, our merger agreement is compelling for a number of other reasons.
Chevron's offer of stock and cash presents Unocal shareholders with a competitive price, significant tax advantages and long-term investment value; Unocal's assets are a seamless strategic fit with Chevron's assets in Asia, the Caspian and the U.S. Gulf of Mexico; Chevron has a proven track record of performance and will be able to use its financial and technological resources to realize the full value of Unocal's assets, bringing more energy to U.S. and global markets; and there is a strong cultural affinity between our two companies, which both have deep roots in California's oil patch.
The second critical issue is in the arena of public policy. For the U.S. government, the proposal by CNOOC presents fundamental questions about fair trade that have profound implications for all U.S. businesses. Contrary to claims by CNOOC, the company's offer is simply not a commercial transaction. The company is 70 percent owned by the Chinese government and is relying on large subsidies in the form of government loans at below-market rates to finance its $18.5 billion offer. A conservative analysis shows that the value of these subsidies is at least $2.6 billion or $10 per Unocal share. These terms are simply not available to commercial companies operating in the open market. If CNOOC were to finance its offer on truly commercial terms available to most non-government owned corporations, as Chevron is, it simply couldn't make a competitive bid.
As one of the United States' largest overseas investors, Chevron enthusiastically supports the principles of free and open trade. But, just as important, we think trade should also be fair, and conducted on a level playing field. Government subsidies, regardless of what country offers them, have no legitimate place in competitive M&A transactions. They distort markets, put commercial enterprises at a disadvantage and disenfranchise investors in companies that don't benefit from subsidies.
The fact is that the CNOOC bid is precedent-setting and it is entirely appropriate for the U.S. government to carefully consider its implications. We respect that process and believe that it should be allowed to take its full course. In light of the review process, a central question for Unocal shareholders is whether they are comfortable with a bid for their company also being a test case for the broader global trade and investment issues that the CNOOC proposal has raised.
It is a paradox of today's global marketplace that sometimes our partners can also be our competitors. We have strong partnerships with CNOOC on several large energy projects. Chevron predecessors began doing business in China nearly 100 years ago and we continue to have significant business interests in China today. We expect to continue our relationship with China and Chinese enterprises for years to come - as a strategic partner and an honorable competitor.
In the meantime, we're confident that Unocal shareholders, while appreciating the complexities of these issues, will see clearly through to the bottom line and endorse the strong and certain value presented by the merger agreement with Chevron.
http://www.chevron.com/news/unocal_agreement/2005-07-12_wsj.asp
Chevron and Unocal Corporations are substantially through the regulatory process and are preparing to hold a vote by Unocal stockholders on the merger agreement between the two companies. Chevron's combination of cash and stock allows Unocal stockholders the opportunity to realize a premium on their investment in Unocal while continuing their participation in the oil and gas sector through a leading global energy company. The transaction combines compelling value, regulatory certainty and accelerated timing, providing a superior value proposition for Unocal stockholders. For more information on the value of Chevron's transaction, see news releases and other company information posted below and updated regularly.
http://www.chevron.com/news/unocal_agreement/