Filed by Hess Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed to be filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Hess Corporation
Commission File No.: 001-01204
Date: February 27, 2024
The below email
was sent to employees of Hess Corporation (Hess) on February 27, 2024 by Hess management in connection with the proposed acquisition of Hess by Chevron Corporation.
Merger Update
Yesterday, we achieved an important milestone in the regulatory review process when Chevron filed an S-4 with the U.S. Securities and Exchange Commission (SEC)
and we filed a commensurate 8K, a link to which is available at hess.com.
The S-4 includes a preliminary proxy document providing required disclosures
about the combination of our companies for review by shareholders prior to a shareholder vote on the merger. One of the disclosures in the S-4 is the fact that Chevron and Hess are engaged in constructive discussions with ExxonMobil and CNOOC
regarding the applicability of a right of first refusal (ROFR) / pre-emption provision in the Stabroek joint operating agreement.
We believe that the
ROFR / pre-emption provision does not apply to the Chevron-Hess merger due to the structure of the merger and the language of the provision. As described in the S-4, there is no possible scenario in which Exxon or CNOOC could acquire
Hess interest in Guyana as a result of the Chevron-Hess transaction. We are fully committed to the transaction and dont believe the ROFR or these discussions will prevent its successful completion.
In the coming weeks, we will work with Chevron to finalize the S-4 so a definitive proxy statement can be distributed to Hess shareholders and we can schedule
a special meeting of Hess shareholders to vote on the proposed merger.
In meantime, we continue to work with the U.S. Federal Trade Commission (FTC) on
its request for additional information and on planning for the integration of our companies.
The path to closing any transaction can include some
unexpected developments. Lets stay focused on what we can control as individualslooking out for one another, operating safely, and delivering on our commitments.
Thank you for what you do every day to ensure our companys continued success.
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; 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 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 Chevrons 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 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 Merger which are not waived or otherwise
satisfactorily resolved; changes in commodity prices; negative effects of the announcement of the Merger, and the pendency or completion of the Merger 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