EXHIBIT 99.1
U.S. FEDERAL TRADE COMMISSION APPROVES MERGER
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OF CHEVRON AND TEXACO
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FOR IMMEDIATE RELEASE: FRIDAY, SEPTEMBER 07, 2001.
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SAN FRANCISCO, Calif. and WHITE PLAINS, N.Y. (Sept. 7, 2001) --
Chevron Corp. and Texaco Inc. today confirmed that the U.S. Federal Trade
Commission (FTC) has approved a consent order that will allow the two companies
to complete their previously announced merger.
The new company, ChevronTexaco Corporation, will rank among the
world's largest energy companies and will be highly competitive across all
energy sectors.
Separately, the companies have negotiated a consent decree with the
attorneys general of 12 U.S. states. In addition, the companies have obtained
necessary regulatory approvals from the European Union and several countries
where the two companies have major operations.
"Today marks a critically important milestone as we move to establish
a premier energy company with the world-class assets, talent, financial strength
and technology to achieve superior results," said Chevron Chairman and CEO David
J. O'Reilly, who will lead the new company in the same capacity.
"Our integration planning since announcing the merger last October has
gone exceptionally well. Upon receiving stockholder approval, we will be ready
to start operating effectively as one company."
Texaco Chairman and CEO Glenn F. Tilton said, "The new ChevronTexaco
will bring together two great companies with long histories of success and
innovation to tackle the new challenges we face in meeting the energy needs of
our customers and partners.
"We are fully prepared to comply with all of the conditions of the
consent order and look forward to completing the merger and creating a great new
energy company," added Tilton, who, along with Richard H. Matzke, vice chairman
of Chevron, will serve as vice chairman of ChevronTexaco.
Chevron and Texaco will satisfy the following conditions listed in the
consent order to complete the merger:
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o Texaco will divest its interests in the U.S. downstream joint ventures
Motiva Enterprises LLC and Equilon Enterprises LLC. If Texaco is not
able to complete a sale of its interest in Motiva to Shell and Saudi
Refining, Inc., and its interest in Equilon to Shell prior to the
merger, it will place the stock of the Texaco subsidiaries that hold
those interests in a Divestiture Trust just prior to merger close for
sale within eight months of the merger date.
o Subject to certain conditions, Texaco will extend its license of the
Texaco brand to Equilon and Motiva on an exclusive basis until June 30,
2003, and on a non-exclusive basis until June 30, 2006.
o ChevronTexaco will divest Texaco's interest in the Discovery Pipeline
System within six months of the merger date, and Texaco will resign as
operator of the System.
o ChevronTexaco will divest Texaco's interest in the Enterprise
Fractionating Plant in Mont Belvieu, Texas, within six months of the
merger date.
o Texaco will divest a portion of its U.S. general aviation business.
Chevron and Texaco will seek approval of the merger by their
respective stockholders at separate stockholder meetings scheduled for Oct. 9 in
Houston, Texas.
The merger joins two leading energy companies and long-time partners.
The new company will have world-class upstream positions in reserves, production
and exploration opportunities; an integrated, worldwide refining and marketing
business; a global chemicals business; expanded growth platforms in natural gas
and power; and industry-leading skills in technology innovation.
ChevronTexaco will have a combined enterprise market value of more
than $100 billion, assets of $83 billion, net proved reserves of 11.5 billion
barrels of oil equivalent (BOE), daily production of 2.7 million BOE and
operations throughout the world. In the United States, ChevronTexaco will be the
third-largest producer of oil and gas. Its Chevron, Texaco and Caltex petroleum
products will be marketed in 180 countries. (Caltex is a 50-50 refining and
marketing joint venture started by Chevron and Texaco in 1936, operating in
Asia, Africa and the Middle East.)
In the merger, Texaco stockholders will receive .77 shares of
ChevronTexaco common stock for each share of Texaco common stock they own, and
Chevron stockholders will retain their existing shares.
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The FTC review process was triggered by the filing last year of notice
and information about the merger under the Hart-Scott-Rodino Antitrust
Improvements Act. - xxx -
CONTACT: Texaco: Paul Weeditz 914-253-7745
Chevron: Fred Gorell 415-894-4443
Private Securities Litigation Reform Act Safe Harbor Statement
Except for the historical and present factual information contained herein, the
matters set forth in this press release, including statements as to the expected
benefits of the merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "anticipates,"
"expects," "projects," "plans," and similar expressions are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially, including the possibility that the anticipated benefits from the
merger cannot be fully realized, the possibility that costs or difficulties
related to the integration of our businesses will be greater than expected, the
impact of competition and other risk factors relating to our industry as
detailed from time to time in each of Chevron's and Texaco's reports filed with
the SEC.
Additional Information
Chevron has filed a Registration Statement on Form S-4 with the SEC and Texaco
has filed a Definitive Proxy Statement on Schedule 14A with the SEC. These
filings contain a definitive joint proxy statement/prospectus regarding the
proposed merger transaction. Investors are urged to read this joint proxy
statement/prospectus and any other relevant documents filed with the SEC because
they contain important information. The joint proxy statement/prospectus is
being sent to the stockholders of Chevron and Texaco seeking their approval of
the proposed transaction. In addition, you may obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. Also, you may obtain
documents filed with the SEC by Chevron free of charge by requesting them in
writing from Chevron Corporation, 575 Market Street, San Francisco, CA 94105,
Attention: Corporate Secretary, or by telephone at (415) 894-7700. You may
obtain documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000 Westchester Avenue, White Plains, New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.
Chevron and Texaco, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Chevron and Texaco in connection with the 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 2001 annual
meeting of stockholders. Information about the directors and executive officers
of Texaco and their ownership of Texaco stock is set forth in Texaco's Annual
Report on Form 10-K for the year ended December 31, 2000. Investors may obtain
additional information regarding the interests of such participants by reading
the definitive joint proxy statement/prospectus.