SEC Clears Chevron - Unocal to Hold Stockholder Vote
The Securities and Exchange Commission (SEC) has cleared Chevron Corporation's registration statement for the Unocal transaction, providing the company the ability to have its merger agreement with Unocal Corporation sent to Unocal stockholders for a vote on August 10, 2005.
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The SEC has declared effective Chevron's Form S-4 documents and amendments, which were originally filed May 26, 2005. The Form S-4 is a registration statement necessary to issue the shares of Chevron common stock that are part of the merger consideration. The registration statement contains a proxy statement for the special meeting of Unocal stockholders to vote on the merger.
SEC clearance follows the acceptance of consent orders issued by the Federal Trade Commission (FTC) on June 10, 2005 outlining the conditions under which the FTC will allow the transaction to proceed. The FTC consent orders are subject to a 30-day public comment period. With the SEC's clearance and FTC approval, there are no other U.S. regulatory requirements that would prevent the consummation of the merger if the transaction is approved by Unocal's stockholders.
"The successful completion of U.S. regulatory requirements demonstrates that our transaction can be brought to a quick and successful conclusion," said David J. O'Reilly, chairman and chief executive officer of Chevron. "The Chevron-Unocal agreement presents a compelling, long-term investment opportunity for stockholders. Chevron has a proven track record of creating stockholder value from past mergers and acquisitions."
To enable the vote to proceed, Unocal has set June 29, 2005 as its stockholder record date. Unocal stockholders will vote on the transaction at a special meeting held by Unocal's board of directors.
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