Hess Corporation has been notified of a so-called “mini-tender” offer by TRC Capital Corporation to purchase up to 2 million shares of its common stock, which represents about 0.6 percent of its outstanding common stock. Hess noted that TRC’s unsolicited offer of $61 per share was more than 4 percent below the closing price of Hess stock on May 12, 2009, the day before the offer was commenced. The closing price of Hess stock on May 14, 2009, was $59.89. Hess also noted that the offer is subject to numerous conditions, including receipt of financing by TRC and there being no decrease whatsoever in the trading price of Hess common stock.

Hess strongly recommends against tendering shares in response to this unsolicited offer.

Hess noted that it does not in any way endorse the TRC Capital Corporation offer and is in no way associated with TRC Capital Corporation, the offer or the offer documentation.

TRC Capital has made such “mini-tender” offers for the shares of other companies. These offers are devised to seek less than five percent of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.

Tags: Hess Corporation