Chevron Corporation (CVX) announced that it has entered into a definitive agreement with Noble Energy, Inc. (NBL) to acquire all of the outstanding shares of Noble Energy in an all-stock transaction valued at $5 billion, or $10.38 per share.

Based on Chevron's closing price on July 17, 2020, and under the terms of the agreement, Noble Energy shareholders will receive 0.1191 shares of Chevron for each Noble Energy share. The total enterprise value, including debt, of the transaction, is $13 billion. "Our strong balance sheet and financial discipline gives us the flexibility to be a buyer of quality assets during these challenging times," said Chevron Chairman and CEO Michael Wirth.

"This is a cost-effective opportunity for Chevron to acquire additional proved reserves and resources. Noble Energy's multi-asset, the high-quality portfolio will enhance geographic diversity, increase capital flexibility, and improve our ability to generate strong cash flow. These assets play to Chevron's operational strengths, and the transaction underscores our commitment to capital discipline. We look forward to welcoming the Noble Energy team and shareholders to bring together the best of our organizations."

"This combination is expected to unlock value for shareholders, generating anticipated annual run-rate cost synergies of approximately $300 million before tax, and it is expected to be accretive to free cash flow, earnings, and book returns one year after close," Wirth concluded.

In aggregate, upon closing of the transaction, Chevron will issue approximately 58 million shares of stock. Total enterprise value of $13 billion includes net debt and book value of non-controlling interest. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the fourth quarter of 2020.

The acquisition is subject to Noble Energy shareholder approval. It is also subject to regulatory approvals and other customary closing conditions. The transaction price represents a premium of nearly 12% on a 10-day average based on closing stock prices on July 17, 2020.

Following closing of the transaction, Noble Energy shareholders will own approximately 3% of the combined company.