Glass Lewis, Proxy Governance Recommend That Unocal Stockholders Vote in Favor of Merger with Chevron
03 Août 2005 - 9:19PM
PR Newswire (US)
EL SEGUNDO, Calif., Aug. 3 /PRNewswire-FirstCall/ -- Unocal
Corporation (NYSE:UCL) today said that Glass Lewis & Co. and
Proxy Governance, Inc., leading independent proxy advisory firms,
have recommended that Unocal stockholders vote for the merger with
Chevron Corporation (NYSE:CVX) at the special meeting of Unocal
stockholders scheduled for Aug. 10, 2005. The recommendation is
consistent with that of Institutional Shareholder Services, which
on Aug. 1, 2005, recommended that stockholders of Unocal vote in
favor of the Chevron merger. In its Aug. 2, 2005, report, Glass
Lewis stated, "The Unocal board pursued a rigorous sale process: it
engaged multiple interested in parties after being approached by
China National Offshore Oil Company Ltd. (CNOOC) in December 2004
and retained independent legal and financial experts to assist the
board in its process. We commend the board for its responsiveness."
In making its recommendation, Glass Lewis concluded that "after
considering the fair valuation, the lengthy evaluation conducted by
the Unocal board as well as the fact that CNOOC has withdrawn its
bid, we believe that the proposed agreement with Chevron warrants
shareholder approval. Accordingly, we recommend that shareholders
vote FOR this proposal." In its report published today, Proxy
Governance also said that it supports the Chevron transaction. The
report said, "The merger appears to be joining two companies with
complementary assets, and we feel that the forecast synergies
appear to be attainable, which would help to improve the financial
performance of the combined company." Commenting on the
recommendations, Charles R. Williamson, Unocal chairman and chief
executive officer, said, "The fact that ISS, Glass Lewis and Proxy
Governance have recommended that our stockholders vote in favor of
the Unocal/Chevron merger reaffirms the board's view that the
merger with Chevron is in the best interest of Unocal stockholders.
Unocal and its board continue to urge all stockholders to follow
these recommendations and vote for the merger with Chevron." About
Glass Lewis & Co. Glass Lewis & Co. is an analytical
research and proxy advisory firm providing services to
institutional investors. The recommendations of Glass Lewis are
relied upon by hundreds of major institutional investment firms,
mutual funds, and other fiduciaries throughout the country to make
informed investment and proxy voting decisions. About Proxy
Governance, Inc. Proxy Governance is a proxy advisory and voting
firm that supports the growth of long-term shareholder value
through proxy analysis and recommendations that favor the growth of
overall corporate value. About Unocal Corporation Unocal is one of
the world's leading independent natural gas and crude oil
exploration and production companies. The company's principal oil
and gas activities are in Asia and North America. Additional
Information for Investors Chevron has filed a Form S-4, Unocal has
filed a proxy statement and a supplement to the proxy statement and
both companies have filed and will file other relevant documents
concerning the proposed merger transaction with Chevron with the
Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO
READ THE FORM S-4, PROXY STATEMENT, PROXY STATEMENT SUPPLEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain the documents free of
charge at the Web site maintained by the SEC at
http://www.sec.gov/. In addition, you may obtain documents filed
with the SEC by Chevron free of charge by contacting Chevron
Comptroller's Department, 6001 Bollinger Canyon Road - A3201, San
Ramon, CA 94583-2324. You may obtain documents filed with the SEC
by Unocal free of charge by contacting Unocal Stockholder Services
at (800) 252-2233, 2141 Rosecrans Avenue, Suite 4000, El Segundo,
CA 90245. Chevron, Unocal, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Unocal's stockholders in connection
with the proposed Chevron merger. Information about the directors
and executive officers of Chevron and their ownership of Chevron
stock is set forth in the proxy statement for Chevron's 2005 Annual
Meeting of Stockholders. Information about the directors and
executive officers of Unocal and their ownership of Unocal stock is
set forth in the proxy statement for Unocal's 2005 Annual Meeting
of Stockholders. Investors may obtain additional information
regarding the interests of such participants by reading the Form
S-4, proxy statement and proxy statement supplement for the merger.
Investors should read the Form S-4, proxy statement and proxy
statement supplement carefully before making any voting or
investment decisions. Cautionary Information Regarding
Forward-Looking Statements This news release contains
forward-looking statements about matters such as the proposed
merger transaction with Chevron. Although these statements are
based upon Unocal's current expectations and beliefs, they are
subject to known and unknown risks and uncertainties that could
cause actual results and outcomes to differ materially from those
described in, or implied by, the forward-looking statements,
including volatility in commodity prices and other factors
discussed in Unocal's 2004 Annual Report on Form 10-K and
subsequent reports filed or furnished by Unocal with the SEC.
Copies of Unocal's SEC filings are available from Unocal by calling
800-252-2233 or from the SEC by calling 800-SEC-0330. The reports
are also available on the Unocal web site, http://www.unocal.com/.
Unocal undertakes no obligation to update the forward-looking
statements in this news release to reflect future events or
circumstances. All such statements are expressly qualified by this
cautionary statement, which is provided pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. DATASOURCE: Unocal
Corporation CONTACT: News Media, Barry Lane, +1-310-726-7731, or
Investors, Robert Wright, +1-310-726-7665, both of Unocal Web site:
http://www.unocal.com/
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