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NEW YORK--(BUSINESS WIRE)--May. 15, 2009--
Hess Corporation (NYSE: HES) today said it has been notified of a
so-called “mini-tender” offer by TRC Capital Corporation to purchase up
to 2 million shares of its common stock, which represents about 0.6
percent of its outstanding common stock. Hess noted that TRC’s
unsolicited offer of $61 per share was more than 4 percent below the
closing price of Hess stock on May 12, 2009, the day before the offer
was commenced. The closing price of Hess stock on May 14, 2009, was
$59.89. Hess also noted that the offer is subject to numerous
conditions, including receipt of financing by TRC and there being no
decrease whatsoever in the trading price of Hess common stock.
Hess strongly recommends against tendering shares in response to this
unsolicited offer.
Hess noted that it does not in any way endorse the TRC Capital
Corporation offer and is in no way associated with TRC Capital
Corporation, the offer or the offer documentation.
TRC Capital has made such “mini-tender” offers for the shares of other
companies. These offers are devised to seek less than five percent of a
company's outstanding shares, thereby avoiding many procedural and
disclosure requirements of the Securities and Exchange Commission (SEC)
because they are below the SEC’s threshold to provide such disclosure
and procedural protections for investors. The SEC has issued an investor
alert regarding these “mini-tender” offers, noting that in making the
offers at below-market prices, “bidders are hoping that they will catch
investors off guard if the investors do not compare the offer price to
the current market price.” Investors are urged to consult with their
broker or financial advisor on such matters. This advisory may be found
on the SEC web site, at http://www.sec.gov/investor/pubs/minitend.htm.
The Canadian Securities Administration also has issued an advisory
titled “Mini-Tender Offers - Watch Out For Mini-Tender Offers at Below
Price!” at www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
Hess stockholders who have already tendered are advised that they may
withdraw their shares by providing the written notice described in the
TRC Capital Corporation offering documents prior to the expiration of
the offer on June 12, 2009. According to TRC’s offer documents, shares
that are tendered but not withdrawn prior to the expiration of the offer
may not be withdrawn for a period of 10 days following the expiration of
the offer on June 12, 2009, even if TRC Capital does not accept the
shares for payment.
Hess Corporation (NYSE:HES), with headquarters in New York, is a global
integrated energy company engaged in the exploration, production,
purchase, transportation and sale of crude oil and natural gas, as well
as the production and sale of refined petroleum, natural gas and
electricity products. More information on Hess Corporation is available
at www.hess.com.
Source: Hess Corporation
Hess Corporation
Investors
Jay Wilson, 212-536-8940
or
Media
Jon
Pepper, 212-536-8550
