In accordance with the agreement, Unocal's Union Oil Company of California subsidiary is increasing the exchange ratio of the exchange offer to 0.74 shares of Unocal common stock for each share of Pure's common stock.
Unocal has been informed by the special committee of the Pure board of directors that the committee will recommend that Pure stockholders accept the increased offer and tender their shares.
The members of Pure's senior management have agreed to tender all their outstanding shares into the exchange offer and to relinquish, without payment of additional consideration, the put rights that cover a total of 2,796,959 currently outstanding shares and options to acquire an additional 4,100,584 Pure shares. The 2,796,959 currently outstanding Pure shares that are subject to the agreement represent approximately 5.5 percent of Pure's outstanding shares. In addition, Unocal has agreed that it will not waive the condition to the offer 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 will file amended offering documents with the U.S. Securities and Exchange Commission shortly. The exchange offer will be extended to remain open for 10 business days from the date of the amendment and will remain subject to the conditions included in the offer as amended on October 3, 2002.
Unocal said that the increased exchange ratio of 0.74 represents the highest and best offer that Unocal will make for the Pure shares. Unocal also reported that it has been advised by the depositary for the exchange offer that, as of Oct. 8, 2002, the number of Pure shares that have been tendered and not withdrawn is 467,137.
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