Ademi LLP is investigating Hess (NYSE: HES) for possible breaches of fiduciary duty and other violations of law in its transaction with Chevron.
In the transaction, Hess stockholders are expected to receive the equivalent of only $171 per share based on Chevron’s closing price on October 20, 2023. Under the terms of the agreement, Hess shareholders will receive 1.0250 shares of Chevron for each Hess share. The total enterprise value, including debt, of the transaction is $60 billion. The transaction agreement unreasonably limits competing transactions for Hess by imposing a significant penalty if Hess accepts a competing bid. Hess insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Hess’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.