October 31, 2023 | Industrials | North America | Active

Hess / Chevron: Deal Insight

Announced on 23-Oct-23, Chevron has agreed to buy US oil and gas driller Hess through an all-stock transaction worth $60bn, including debt. Chevron is offering 1.025 of its shares for each Hess share, which based on the previous day’s closing, valued Hess at $171 per share, implying a small, one-day takeover premium of 4.9%. The deal has received unanimous approval from both boards. Deal conditions include Hess shareholder approval, but a Chevron vote is not required. The merger agreement stipulates that regulatory and other customary closing conditions must be met, and it also contains standard clauses on representations, warranties, covenants, and MAC, with the latter explicitly excluding pandemics and war. Hess is bound by a non-solicitation clause with fiduciary-out exceptions. A preliminary proxy is expected to be filed with the SEC “as promptly as practicable”, and a shareholder meeting is anticipated within 40 days after the definitive proxy statement is mailed. An HSR notification will be submitted within 10 business days (by 3-Nov-23). The termination date is 18-Apr-24, but it can be extended until 22-Oct-25 if ...

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