All of
these are big serious companies with good lawyers who have written these
contracts before. Chevron’s proposed acquisition of Hess is as
straightforward as can be, a completely standard all-stock reverse triangular
merger; there is no weird structuring here to either get around or trigger the
right of first refusal. It’s a simple question: Does the right of first refusal
apply to a normal merger of Hess? Exxon seems confident that it does; Chevron
and Hess seem confident that it does not.
Weird
stuff. I obviously cannot tell you who is right. The
language of the Stabroek joint operating agreement is not public, and neither
is the arbitration filing, so I don’t know what the contract says, and even if
I did I probably wouldn’t be sure what it means. The people who wrote it
aren’t sure!
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