Comany News: SEC clears Unocal stockholders to vote on Chevron offer

July 4, 2005
The US Securities and Exchange Commission has cleared Chevron Corp.’s proposed acquisition of Unocal Corp.

The US Securities and Exchange Commission has cleared Chevron Corp.’s proposed acquisition of Unocal Corp., paving the way for Unocal shareholders to vote on Aug. 10.

Chevron’s registration statement with the SEC contains a proxy statement for the special Unocal shareholders meeting. The US Federal Trade Commission issued its consent orders, subject to a 30-day public comment period, on June 10.

In other recent company news:

• Calpine Corp. agreed to sell its US oil and natural gas exploration and production assets for $1.05 billion to Rosetta Resources Inc., a new indirect, wholly owned Calpine subsidiary.

• Saudi Aramco subsidiary Aramco Japan Holdings Co. BV acquired an additional 18.84 million shares in Showa Shell Sekiyu KK of Japan from Royal Dutch/Shell Group.

• Gaz de France launched an initial public offering June 23 that is open to institutional and retail investors as well as company employees.

• Chinese Petroleum Corp. Chairman Kuo Chin-tsai confirmed that UAE-based International Petroleum Investment Co. (IPIC) has signed a memorandum of understanding to purchase a stake in an $11.6 billion petrochemical project at Yunlin in western Taiwan.


With SEC clearance and FTC approval of Chevron’s acquisition of Unocal, no other US regulatory requirements remain that could prevent the transaction, pending approval by Unocal stockholders. Meanwhile, CNOOC Ltd. made a competing offer for Unocal.

“The successful completion of US regulatory requirements demonstrates that our transaction can be brought to a quick and successful conclusion,” said David J. O’Reilly, Chevron chairman and chief executive officer.

CNOOC on June 22 bid $67/share for Unocal in an unsolicited offer worth about $20 billion after payment of a $500 million break-up fee to rival bidder Chevron (OGJ, June 27, 2005, p. 25).

The offer topped the value of Chevron’s pending acquisition of Unocal by an estimated $2 billion, which varies with stock prices (OGJ Online, Apr. 4, 2005).

Calpine divestiture

The closing date for Calpine’s divestiture is slated for July 7. Calpine, an independent electricity producer based in San Jose, Calif., is selling various assets to help reduce its debt. As of May 1, Calpine’s proved oil and gas reserves totaled 383 bcf equivalent.

Following the transaction and an associated private placement of Rosetta stock, Calpine said that it will not own any interest in Rosetta. The anticipated buyers of the Rosetta stock were not identified.

Aramco-Showa Shell

Aramco’s transaction increases its holding in Showa Shell to 14.96% and drops Shell’s holding to 35.04%. It also enables long-term supply of Saudi crude to the Japanese market, Saudi Aramco said.

Saudi Aramco via a July 2004 agreement had acquired an initial 9.96% stake in Showa Shell from Shell with an option to acquire the additional shares.

GDF launches IPO

GDF Chairman and Chief Executive Officer Jean-François Cirelli said that 20-22% interest in the company is up for sale.

The liberalized trading of GDF ended a 5-year saga during which successive governments balked, saying the opening of the state-owned utility could provoke social turmoil. An IPO for electric giant Electricité de France is scheduled for later in the year.

IPIC’s petrochem project

CPC’s Kuo made his statement while meeting with reporters during a recent national energy conference in Taipei.

The proposed petrochemical project, which will include a 300,000 b/d refinery, is intended to replace a facility in Kaohsiung that CPC has promised to shut down by 2015.

While Kuo did not provide any details about the agreement, several Taipei newspapers had earlier reported that IPIC planned to purchase a 20% stake in CPC affiliate Kuokwang Petrochemical Co.