Unocal Makes Offer to Acquire Pure Resources Outstanding Stock

Unocal's board of directors has approved plans for its subsidiary, Union Oil Company of California, to make an offer to the stockholders of Pure Resources, Inc. to acquire all of the outstanding shares of common stock of Pure that Unocal does not already own.

Pure stockholders will be offered 0.6527 shares of Unocal common stock, in an exchange designed to be tax-free, for each outstanding share of Pure's common stock they own. Unocal would issue approximately 12 million shares to complete the transaction.

Unocal, through its subsidiary Union Oil of California, currently owns approximately 65 percent of Pure's common stock. Based on the $34.09 closing price of Unocal's shares on Aug. 20, 2002, the offer represents a value of approximately $22.25 per share of Pure common stock and a 27-percent premium to the closing price of Pure common stock on that date.

Unocal expects to file offering materials with the Securities and Exchange Commission and to commence its exchange offer on or about Sept. 5, 2002. Unocal's offer will be subject to the condition that it holds at least 90 percent of the outstanding shares of Pure common stock at the completion of the exchange offer and other customary conditions.

Following successful completion of the exchange offer, Unocal will effect a short-form merger of Pure with a subsidiary of Unocal in which Pure shares held by the remaining public stockholders will be converted into the same consideration paid in the exchange offer, except for those stockholders who exercise appraisal rights.