Filed by Noble Energy, Inc.
pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Noble Energy, Inc.
(Commission File No.: 001-07964)
The following is a transcript of a video presentation given by Joe Geagea, Chevrons Executive Vice-President of Technology, Projects & Services sent by Noble Energy, Inc. to its employees on August 6, 2020. The presentation was made available to employees of Noble Energy, Inc. on August 6, 2020.
Geagea Noble Introductory Video
Hello everyone... My name is Joe Geagea. I am Chevrons Executive Vice-President of Technology, Projects & Services and together with Brent Smolik will be stewarding the integration planning of our two companies.
I wanted to take a moment and introduce the company where I have been proud to work for the last 38+ years.
Throughout our 140 years, Chevron has evolved, but weve always retained our founders spirit...grit...innovation...and values.
Successful mergers and acquisitions have long been a part of our history, and today youll find employees at all levels of our organization who began their careers with other companies including Gulf, Tenneco, Getty, Texaco and Unocal.
Our company will be made stronger with the addition of employees like you, who bring complementary skills and experience to our workforce.
The Noble acquisition is a strong strategic fit for Chevron and our corporate cultures have many similarities.
Chevron and Noble share core values we conduct our business in a socially and environmentally responsible manner, we respect human rights and benefit the communities where we work.
Together, we will continue to develop the energy that powers human progress and better peoples lives. [PAUSE]
A smooth integration requires strong planning...collaboration...and oversight. We are committed to a speedy and thoughtful process.
Most of Nobles assets are complementary to our operations and we will need the majority of Nobles employees.
There are areas where we have overlap and will be thoughtful about how we make staffing decisions in these areas.
Last week, the joint integration teams met for their first time and both Brent and I are pleased with the tone and spirit of all involved. Over the next few weeks, these meetings will continue to develop the plans that will allow us to realize the full potential of our combined companies.
Our success will be measured by the blending of talent, the joining of our assets and the synergies we can capture.
I look forward to our journey together.
Important Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Chevron expects to file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a preliminary prospectus of Chevron that also constitutes a preliminary proxy statement of Noble Energy. After the registration statement is declared effective, Noble Energy will mail a definitive proxy statement/prospectus to stockholders of Noble Energy. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Chevron or Noble Energy may file with the SEC and send to Noble Energys stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND NOBLE ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Chevron or Noble Energy through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Chevron will be available free of charge on Chevrons website at http://www.chevron.com/investors and copies of the documents filed with the SEC by Noble Energy will be available free of charge on Noble Energys website at http://investors.nblenergy.com.
Chevron and Noble Energy and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors and executive officers of Chevron is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 21, 2020, and its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 7, 2020. Information about the directors and executive officers of Noble Energy is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 12, 2020, and its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 10, 2020. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements and Cautionary Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Chevron and Noble Energy, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction (including anticipated annual run-rate operating and other cost synergies and anticipated accretion to return on capital employed, free cash flow, and earnings per share), projected financial information, future opportunities, and any other statements regarding Chevrons and Noble Energys future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These
statements are often, but not always, made through the use of words or phrases such as anticipates, expects, intends, plans, targets, forecasts, projects, believes, seeks, schedules, estimates, positions, pursues, may, could, should, will, budgets, outlook, trends, guidance, focus, on schedule, on track, is slated, goals, objectives, strategies, opportunities, poised, potential and similar expressions. All such forward-looking statements are based on current expectations of Chevrons and Noble Energys management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the ability to obtain the requisite Noble Energy stockholder approval; uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevrons or Noble Energys respective businesses; the effect of this communication on Chevrons or Noble Energys stock prices; the effects of industry, market, economic, political or regulatory conditions outside of Chevrons or Noble Energys control; transaction costs; Chevrons ability to achieve the benefits from the proposed transaction, including the anticipated annual run-rate operating and other cost synergies and accretion to return on capital employed, free cash flow, and earnings per share; Chevrons ability to promptly, efficiently and effectively integrate acquired operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for Chevrons or Noble Energys products and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the parties operate; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; Chevrons ability to realize anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the parties suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Chevrons control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; Chevrons future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of required Board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and Chevrons ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Noble Energy assumes no obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Additional factors that could cause results to differ materially from those described above can be found in Noble Energys most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on the Noble Energys website at http://investors.nblenergy.com/financial-information/sec-filings and on the SECs website at http://www.sec.gov, and in Chevrons most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on Chevrons website at https://chevroncorp.gcs-web.com/financial-information/sec-filings and on the SECs website at http://www.sec.gov.