Unocal Increases Offer for Pure Resources

Unocal is increasing the exchange ratio of the pending exchange offer for shares of Pure Resources, Inc. to 0.70 shares of Unocal common stock for each share of Pure's common stock not currently owned by Unocal.

Unocal will file amended offering documents with the U.S. Securities and Exchange Commission shortly. Effective immediately, the exchange offer has been extended until 12:00 midnight, New York City time, on Thursday, Oct. 17, 2002.

Unocal also said that it is engaged in discussions with members of Pure's senior management to obtain their agreements to surrender all put rights relating to shares of Pure common stock and options to purchase Pure common stock, in exchange for a further increase in the exchange ratio for all Pure stockholders to 0.74 shares of Unocal common stock for each share of Pure common stock.

Unocal said that the increased exchange ratio of 0.70 represents the highest ratio that Unocal will offer in a transaction not involving the surrender of the put rights. The proposed further increase in the exchange ratio to 0.74 represents the highest ratio that will be offered if satisfactory agreements are reached with the holders of the put rights to surrender those rights for no additional consideration. There can be no assurance that such agreements will be reached.

Based on Unocal's closing stock price on Oct. 1, 2002, the revised 0.70 exchange ratio and the potential 0.74 exchange ratio represent a 28.1-percent and 35.4-percent premium, respectively, to Pure's closing price immediately prior to the announcement of Unocal's exchange offer on Aug. 20, 2002.

"The amendment to increase our exchange ratio to 0.70, and the proposal we are discussing to further increase the exchange ratio if all the put rights are surrendered, represent the highest exchange ratios we will offer," said Charles R. Williamson, Unocal's chairman and chief executive officer. "If neither of these alternatives result in our owning at least 90 percent of the outstanding shares of Pure common stock, our offer will expire, the transactions contemplated by the offer will not be completed, and we will continue to hold our 65 percent interest in Pure."

The offer remains subject to conditions included in the offer as commenced on Sept. 5, 2002, including the condition that a sufficient number of Pure shares are tendered to result in Union Oil owning at least 90 percent of Pure's outstanding common stock. Unocal's revised offer will be subject to the condition that the injunction preventing consummation of our offer, which was issued yesterday by the Delaware Chancery Court, is lifted or is otherwise inapplicable and Unocal and Union Oil are satisfied with the status of the litigation against them that is pending in the Delaware Chancery Court, including any appeals. Unocal also said that the mini-tender offer announced by TRC Capital on Sept. 4, 2002, did not trigger a condition of Unocal's offer.

Unocal also reported that it has been advised by the depositary for the exchange offer that, as of Oct. 1, 2002, the number of Pure shares that have been tendered and not withdrawn is 450,404.


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