Hess Harsh on TRC Capital's Mini-Tender Offer

Recommends shareholders reject "below-market" attempt to purchase shares May 19, 2009

NEW YORK -- Hess Corp. said last week that it has been notified of a so-called "mini-tender" offer by TRC Capital Corp. to purchase up to two million shares of its common stock, which represents about 0.6% of its outstanding common stock. Hess noted that TRC's unsolicited offer of $61 per share was more than 4% 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 [image-nocss] there being no decrease whatsoever in the trading price of Hess common stock.

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

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

TRC Capital has made such "mini-tender" offers for the shares of other companies, Hess said, adding that these offers are devised to seek less than 5% of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements of the Securities & Exchange Commission (SEC) because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.

The SEC has issued an investor alert regarding these "mini-tender" offers, noting that in making the offers at below-market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

Hess stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer on June 12, 2009. According to TRC's offer documents, shares that are tendered but not withdrawn prior to the expiration of the offer may not be withdrawn for a period of 10 days following the expiration of the offer on June 12, 2009, even if TRC Capital does not accept the shares for payment.

Hess, with headquarters in New York, is a global integrated energy company engaged in the exploration, production, purchase, transportation and sale of crude oil and natural gas, as well as the production and sale of refined petroleum, natural gas and electricity products.

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