Chevron to acquire Hess in all-stock merger; each Hess share gets 1.025 Chevron shares

CHEVRON CORP

Hess shareholders to receive 1.025 Chevron shares per share of Hess common stock.
John B. Hess, owner of ~9.5% of Hess shares (29.2M shares), agrees to vote in favor via Voting and Support Agreement.
Boards of both companies unanimously approved the merger; expected close by early 2024 subject to approvals.
Transaction conditioned on Hess stockholder adoption, HSR waiting period expiration, and other customary conditions.
Termination fee of $1.715B payable by Hess if it terminates for a superior proposal or changes recommendation.

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