Universal Robina Corp, founded by tycoon John Gokongwei, said Tuesday it was selling the

rights to manufacture and distribute Hunt’s products to Century Pacific Food’s Corp, the maker
of Century Tuna and Argentina Corned Beef.

The transaction, URC, said, would enable it to focus on its core snack food and beverage
business. Universal Robina’s brands include Jack n Jill and C2 iced tea.

SM Investments Corp (SMIC). in March said it was acquiring a 34.5-percent stake in 2GO, for
its first foray into the fast-growing logistics business.

The conglomerate, founded by the country’s richest man, Henry Sy, wants to adapt to the
changing retail landscape. “Some people will like to order from the comfort of their living room,
some go to the mall to socialize and interact with other shoppers. We are going to cater to
different ways,” SMIC vice chairman Tersita Sy-Coson said.

The Ayala Group said in February that it was acquiring nearly half of online retailer Zalora, as
it expands into e-commerce.

The fusion of physical and virtual spaces will create an “omni-channel retail
experience,” according to Zalora, which plans to bring its “pop-up” stores to Ayala Malls.

State-run Land Bank of the Philippines announced in November that it would acquire
Philippine Postal Savings Bank and spin it off into a lender for overseas Filipino workers.

Finance Secretary Carlos Dominguez said PostBank was in the best position to serve overseas
workers, given its ties to the postal service.
  The Walt Disney Company and 21st Century Fox, $71.3
billion

The $71.3-billion deal between Walt Disney Company and 21st Century
Fox allowed the acquiring company (Walt Disney) and the target company
(21st Century Fox) to unite their assets to gain a higher market value and
presence. This transaction is considered one of the largest mergers in the
global media industry for the last 50 years. By the time of the integration,
The Walt Disney Company and 21st Century Fox already covered almost
90% of media output. Their horizontal merger only increased that rate.

Certainly! The Walt Disney Company and Twenty-First Century Fox, Inc. (21st Century
Fox) entered into a definitive agreement in December 2017 for Disney to acquire 21st Century
Fox. The acquisition included the Twentieth Century Fox Film and Television studios, along
with cable and international TV businesses, for approximately $52.4 billion in stock (subject
to adjustment) 1. This strategic move allowed Disney to:

 Create more appealing content.

 Build direct relationships with consumers worldwide.
 Deliver a more compelling entertainment experience to consumers across various
platforms.
 Expand its direct-to-consumer offerings, including ESPN+, the Disney+ streaming
service, and its combined ownership stake in Hulu 2.
 Enhance its international footprint and position as a global entertainment company 1. The
acquisition also involved the spinoff of certain businesses, such as the Fox Broadcasting
network, Fox News Channel, Fox Business Network, FS1, FS2, and Big Ten
Network, which were separated into a newly listed company 1. Additionally, Disney
assumed approximately $13.7 billion of net debt from 21st Century Fox 1. Overall, this
merger brought together iconic entertainment properties, including X-Men, Avatar, The
Simpsons, FX Networks, and National Geographic, under Disney’s portfolio 1. The
deal further solidified Disney’s position as a major player in the global entertainment

industry. 🌟
Disney and 21st Century Fox
Announce per Share Value in
Connection with $71 Billion
Acquisition
Acquisition of 21st Century Fox will become effective at 12:02 a.m. Eastern
Time tomorrow, March 20, 2019

Unprecedented collection of high-quality creative content, stellar talent and

cutting-edge technologies will enable Disney to accelerate its direct-to-
consumer strategy and expand its global presence
BURBANK, Calif. and NEW YORK, New York, March 19, 2019 – The Walt Disney Company
(NYSE:DIS) and Twenty-First Century Fox, Inc. (“21CF”) (NASDAQ: TFCFA, TFCF), in
connection with Disney’s acquisition of 21CF (the “Acquisition”), announced today that the per
share value of the Merger Consideration (as defined below) has been calculated in accordance
with the Merger Agreement (as defined below) to be $51.572626 (the “Per Share Value”. See
footnote1). The Acquisition will become effective at 12:02 a.m. Eastern Time tomorrow,
March 20, 2019.

At the effective time of the Acquisition, each share of 21CF common stock will be exchanged
for $51.572626 in cash (the “Cash Consideration”) or 0.4517 shares of common stock of TWDC
Holdco 613 Corp., the holding company that will own both Disney and 21CF following the
Acquisition (“New Disney”) (the “Stock Consideration”, and together with the Cash
Consideration, the ”Merger Consideration”), subject to election, proration and adjustment
procedures set forth in the Amended and Restated Agreement and Plan of Merger(the “Merger
Agreement”), dated as of June 20, 2018, by and among 21CF, Disney, New Disney, and certain
of Disney’s other subsidiaries. The number of shares of New Disney common stock comprising
the Stock Consideration was determined by dividing the Per Share Value by $114.1801, which
was the volume weighted average trading price of a share of Disney common stock on the New
York Stock Exchange over the fifteen consecutive trading day period ending on (and including)
March 15, 2019.

“This is an extraordinary and historic moment for us—one that will create significant long-term
value for our company and our shareholders,” said Robert A. Iger, Chairman and Chief
Executive Officer, The Walt Disney Company. “Combining Disney’s and 21st Century Fox’s
wealth of creative content and proven talent creates the preeminent global entertainment
company, well positioned to lead in an incredibly dynamic and transformative era.”

The acquisition of 21st Century Fox’s iconic collection of businesses and franchises will allow
Disney to provide more appealing high-quality content and entertainment options to meet
growing consumer demand; increase its international footprint; and expand its direct-to-
consumer offerings, which include ESPN+ for sports fans, the highly-anticipated Disney+
streaming video-on-demand service launching in late 2019; and Disney and 21st Century Fox’s
combined ownership stake in Hulu.

The acquisition includes 21st Century Fox’s renowned film production businesses, including
Twentieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox
Animation; Fox’s television creative units, Twentieth Century Fox Television, FX Productions
and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International;
Star India; and Fox’s interests in Hulu, Tata Sky and Endemol Shine Group. Disney and 21st
Century Fox entered into a consent decree with the U.S. Department of Justice last year under
which Disney will divest 21st Century Fox’s Regional Sports Networks.

Earlier today, 21st Century Fox completed the spin-off of a portfolio of 21st Century Fox’s
news, sports and broadcast businesses, including the FOX News Channel, FOX Business
Network, FOX Broadcasting Company, FOX Sports, FOX Television Stations Group, and sports
cable networks FS1, FS2, Fox Deportes and Big Ten Network, and certain other assets and
liabilities, into Fox Corporation.

Disney is also acquiring approximately $19.8 billion of cash and assuming approximately $19.2
billion of debt of 21st Century Fox in the acquisition. The acquisition price implies a total equity
value of approximately $71 billion and a total transaction value of approximately $71 billion.

The acquisition is expected to be accretive to Disney earnings per share before the impact of
purchase accounting for the second fiscal year after the close of the transaction, and to yield at
least $2 billion in cost synergies by 2021 from operating efficiencies realized through the
combination of businesses.

1
On March 19, 2019, 21CF distributed to holders of shares of 21CF common stock (other than
holders that are subsidiaries of 21CF) all of the issued and outstanding common stock of Fox
Corporation (“FOX”) on a pro rata basis (the “Distribution”). As a result of the Distribution,
0.263183 of each share of 21CF common stock outstanding immediately prior to the Distribution
was exchanged for 1/3 of one share of FOX common stock of the same class, and holders
continued to hold the remaining 0.736817 of each share of 21CF common stock. The 0.736817
of each share of 21CF common stock remaining outstanding following the Distribution will be
exchanged for the amount of consideration in the Acquisition that a whole share of 21CF
common stock would have been exchanged for before giving effect to the Distribution. To
accomplish this, the consideration that holders will receive in the Acquisition is automatically
adjusted pursuant to the Merger Agreement to take the Distribution into account by multiplying
the value of such consideration ($38.00) by the Distribution Adjustment Multiple (1.357190).

About Disney
Disney, together with its subsidiaries, is a diversified worldwide entertainment company with
operations in four business segments: Media Networks; Parks, Experiences and Products; Studio
Entertainment; and Direct-to-Consumer and International. Disney is a Dow 30 company and had
annual revenues of $59.4 billion in its Fiscal Year 2018. For more information about Disney,
please visit thewaltdisneycompany.com.

Cautionary Notes on Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal
securities laws, including Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-
looking statements often address expected future business and financial performance and
financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” “enabling,” “to be,” similar expressions, and
variations or negatives of these words. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements about the consummation of
the proposed transaction, the anticipated benefits thereof and the structure of Disney’s business
following closing. These and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to: (i) the risk that the anticipated
tax treatment of the transaction is not obtained, (ii) potential litigation relating to the transaction
that could be instituted against 21CF, Disney or their respective directors, (iii) potential adverse
reactions or changes to business relationships resulting from the announcement or completion of
the transactions, (iv) risks associated with third party contracts containing consent and/or other
provisions that may be triggered by the proposed transaction, (v) the potential impact of
unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition and losses on the future prospects,
business and management strategies for the management, expansion and growth of Disney’s
operations after the consummation of the transaction, (vi) the risks and costs associated with, and
the ability of Disney to, integrate the businesses successfully and to achieve anticipated
synergies, (vii) as well as management’s response to any of the aforementioned factors.

These risks, as well as other risks associated with the transactions, are more fully discussed in the
updated joint proxy statement/prospectus included in the registration statement on Form S-4 of
Disney that was filed in connection with the transaction.

Media Contacts:
A multi-billion dollar deal has been announced that will see Disney buying film and
television assets from 21st Century Fox, which is led by the Murdoch family.
The purchase could lead to a major shake-up in the global media
industry and marks a strategic shift for the Murdoch family,
which is known as an empire builder.
So why did the Murdochs - who control about 39% of Fox's voting
rights - agree?

1. The media industry is changing

Fox is selling its movie studios, television productions, regional
sports and international businesses, including Star and Europe-
based broadcaster Sky, leaving a smaller company more
narrowly focused on news and major live sports events.
The sale means Fox is left with content believed to be more
resistant to the threat from online ads and streaming - and which
are dear to Rupert Murdoch's heart.
At the same time, Fox sheds parts of its business that have
suffered from revenue declines in recent years.
"Any honest observer has to be disappointed in Fox's content
cycle in film and on the Fox network over the past two years,"
analysts at Moffett Nathanson wrote last month. "As such, it
makes sense to re-think 21st Century Fox's asset mix now."

2. The Murdochs will get a piece of

Disney - and online streaming
Disney wants Fox's business to create a larger suite of movies,
television shows, and sports, as it invests in its own online
streaming platforms to compete with Netflix and Amazon.
The deal gives Fox shareholders - which include the Murdoch
family - a roughly 25% stake in Disney, so they win too if the
gamble succeeds.
"This transaction is a game changer like no other," James
Murdoch said in a call on Thursday.
The two companies already have interests in common through
investments both firms have made in companies such as Vice
and Hulu, which will be majority controlled by Disney when the
deal closes.

3. Family dynamics
The deal has led to speculation that Rupert Murdoch's younger
son, James, will take a spot at Disney - discussions Mr Iger said
were ongoing.
A move would address reported strains in the Murdoch family
over the direction of Fox, which has been led by a family
triumvirate of sorts since 2015, with James as chief executive,
and Rupert and elder son Lachlan as executive chairmen.
 Are the Murdochs too powerful?
 Profile: Rupert Murdoch
James, who reportedly favoured a break-up, is viewed as less
committed to the news part of the business. He has also worked
to distance himself from his father's right-wing politics, which
have sometimes embroiled the firm in controversy.
James has deep ties to the parts of Fox involved in the deal,
including the international holdings such as Sky, where he
served as chief executive and remains the company's chairman.
If he does switch to Disney, it could place him in the running to
succeed Bob Iger, chairman and chief executive, who has been
talking about retirement for years. (Mr Iger, who once said he
would retire in 2015, will now remain at the firm until 2021.)
4. Sky is the limit
Speaking of Sky... Fox's plan to take full control of Sky, acquiring
the 61% it does not currently own in a bid for greater scale, has
run into trouble with UK regulators.
Selling the firm's Sky stake to Disney distances the Murdoch
family from the deal, which could make the takeover less
politically fraught.
It also splits Sky from Fox's news holdings, which might answer
regulator concerns about competition and news standards.
Fox said it is "totally committed" to completing the Sky
acquisition, but the deal with Disney does not depend on it.

5. Disney made an offer Fox couldn't

refuse
Fox's shares have jumped more than 30% since the first report
that the firm was open to sales talks.
The surge reversed declines in recent years, after the firm failed
in a bid to acquire Time-Warner and grappled with a sexual
misconduct scandal at its flagship Fox News channel.
"Everyone has a price," says Brian Wieser, senior analyst at
Pivotal Research.
Other Fox suitors, such as Comcast, sparked concerns about
how competition regulators in the US might respond to a deal.
(They recently moved to block a merger involving AT&T and
Time Warner.)
Regulators will have to approve a Disney deal too, but the
company believes it has a better chance of making it past a
competition review.
Analysts have speculated that the sale will provide room to
pursue other targets, or Fox's remaining assets could be
recombined with Murdoch's newspaper holdings, which were
spun off as the independent company News Corp in 2013.
"Are we retreating? Absolutely not," Rupert Murdoch said on
Thursday.

 Chevron and Hess, $53 billion

Chevron is an American multinational energy corporation that specializes

mainly in oil and gas. Hess is also an energy company that’s involved in the
production and exploration of natural gas and crude oil. In October 2023,
the companies announced that they were entering into a definitive
agreement and Chevron purchased Hess in an all-stock transaction estimated
at $53 billion. With this deal, Chevron will upgrade and diversify its
portfolio and also gain a stake in rival ExxonMobil’s Guyana discoveries,
which will help the company to get a bigger oil footprint in the US market.

Certainly! Chevron Corporation recently announced an agreement to acquire Hess

Corporation in an all-stock transaction. Here are the key details:

 Transaction Value: The acquisition is valued at $53 billion, or $171 per share based on
Chevron’s closing price on October 20, 2023.
 Exchange Ratio: Each Hess share will be exchanged for 1.0250 shares of Chevron.
 Enterprise Value: Including debt, the total enterprise value of the transaction is $60 billion.
 Strategic Benefits:
o Advantaged Portfolio: The acquisition enhances and diversifies Chevron’s already
advantaged portfolio.
o Stabroek Block: The Stabroek block in Guyana, an extraordinary asset, is expected to
deliver production growth into the next decade.
o Bakken Assets: Hess’ Bakken assets add another leading U.S. shale position to
Chevron’s operations.
o Long-Term Outlook: The combined company is expected to grow production and free
cash flow faster and for longer than Chevron’s current five-year guidance.
o Leadership: John Hess, Hess CEO, is expected to join Chevron’s Board of Directors.
 Quotes:
 o Chevron Chairman and CEO Mike Wirth: “This combination positions Chevron to
strengthen our long-term performance and further enhance our advantaged portfolio.”
o Chevron CFO Pierre Breber: “The addition of Hess is expected to extend further
Chevron’s free cash flow growth.”
o Hess CEO John Hess: “Our strategic combination creates a company that is stronger in
every respect, with the leadership, asset portfolio, and financial resources to lead us
through the energy transition.”

The transaction is expected to close in the first half of 2024, subject to Hess shareholder and
regulatory approvals12

chevron announces agreement to

acquire hess
 World class assets and people strengthen long-term
outlook
 Cash flow per share accretion supports higher
distributions to shareholders
 Enhances and extends production and free cash flow
growth outlook into 2030s
 John Hess, Hess CEO, expected to join Chevron Board of
Directors

SAN RAMON, Calif. & NEW YORK, October 23, 2023 — Chevron
Corporation (NYSE: CVX) announced today that it has entered
into a definitive agreement with Hess Corporation (NYSE: HES)
to acquire all of the outstanding shares of Hess in an all-stock
transaction valued at $53 billion, or $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 acquisition of Hess upgrades and diversifies Chevron’s

already advantaged portfolio. The Stabroek block in Guyana is
an extraordinary asset with industry leading cash margins and
low carbon intensity that is expected to deliver production
growth into the next decade. Hess’ Bakken assets add another
leading U.S. shale position to Chevron’s DJ and Permian basin
operations and further strengthen domestic energy security.
The combined company is expected to grow production and
free cash flow faster and for longer than Chevron’s current
five-year guidance. In addition, John Hess is expected to join
Chevron’s Board of Directors.

“This combination positions Chevron to strengthen our long-

term performance and further enhance our advantaged
portfolio by adding world-class assets,” said Chevron Chairman
and CEO Mike Wirth. “Importantly, our two companies have
similar values and cultures, with a focus on operating safely
and with integrity, attracting and developing the best people,
making positive contributions to our communities and
delivering higher returns and lower carbon.”

“Building on our track record of successful transactions, the

addition of Hess is expected to extend further Chevron’s free
cash flow growth,” said Pierre Breber, Chevron’s CFO. “With
greater confidence in projected long-term cash generation,
Chevron intends to return more cash to shareholders with
higher dividend per share growth and higher share
repurchases.”

“This strategic combination brings together two strong

companies to create a premier integrated energy company,”
CEO John Hess said. “I am proud of our people and what we
have achieved as a company, which has one of the industry’s
best growth portfolios including Guyana, the world’s largest oil
discovery in the last 10 years, and the Bakken shale, where we
are a leading oil and gas producer. Chevron has a world-class
diversified portfolio of assets and one of the industry’s
strongest balance sheets and cash return profiles. I believe
our strategic combination creates a company that is stronger
in every respect, with the leadership, asset portfolio and
financial resources to lead us through the energy transition
and deliver significant shareholder value for years to come.”

Transaction Benefits

 Strong strategic fit:

 Guyana – 30% ownership in more than 11 billion

barrels of oil equivalent discovered recoverable
resource with high cash margins per barrel, strong
production growth outlook and potential exploration
upside.

 Bakken – 465,000 net acres of high-quality, long-

duration inventory supported by the integrated
assets of Hess Midstream.

 Complementary Gulf of Mexico assets and steady

free cash flow from Southeast Asia natural gas
business.

 Accretive to cash flow per share and extends growth into

2030s:

 Expected to be accretive to cash flow per share in

2025 after achieving synergies and start-up of the
fourth floating production storage and offloading
(FPSO) vessel in Guyana.

 Increases Chevron’s estimated five-year production

and free cash flow growth rates and expected to
extend such growth into the next decade.

 Increases cash returned to shareholders:

  In January, Chevron expects to recommend an
increase to its first quarter dividend per share of 8%
to $1.63, which will be subject to the approval of the
Chevron Board of Directors.

 Post closing, Chevron intends to increase share

repurchases by $2.5 billion to the top end of its
guidance range of $20 billion per year in a continued
upside oil price scenario.

 Capital and cost efficient:

 The combined company’s capital expenditures

budget is expected to be between $19 and $22
billion.

 With a stronger portfolio after closing, Chevron

expects to increase asset sales and generate $10 to
$15 billion in before-tax proceeds through 2028.

 The transaction is expected to achieve run-rate cost

synergies around $1 billion before tax within a year
of closing.

Transaction Details

The acquisition consideration is structured with 100 percent

stock utilizing Chevron’s equity. In aggregate, upon closing of
the transaction, Chevron will issue approximately 317 million
shares of common stock. Total enterprise value of $60 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
first half of 2024. The acquisition is subject to Hess
shareholder approval. It is also subject to regulatory approvals
and other customary closing conditions.
The transaction price represents a premium of 10.3% on a 20-
day average based on closing stock prices on October 20,
2023.

Advisors

Morgan Stanley & Co. LLC is acting as lead financial advisor to

Chevron. Evercore also advised Chevron. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to Chevron.
Goldman Sachs & Co. LLC is acting as lead financial advisor to
Hess. J.P. Morgan Securities LLC also advised Hess. Wachtell,
Lipton, Rosen & Katz is acting as legal advisor to Hess.

Conference Call

Chevron will discuss its proposed acquisition of Hess with

security analysts in a call today, Monday, October 23, 2023, at
7:30 a.m. ET. A webcast of the meeting will be available in a
listen-only mode to individual investors, media, and other
interested parties on Chevron’s website at www.chevron.com
under the “Investors” section. Prepared remarks and
presentation materials for today’s call will be available prior to
the call at approximately 5:15 a.m. ET and located under
“Events and Presentations” in the “Investors” section on the
Chevron website.

About Chevron

Chevron is one of the world’s leading integrated energy

companies. We believe affordable, reliable and ever-cleaner
energy is essential to enabling human progress. Chevron
produces crude oil and natural gas; manufactures
transportation fuels, lubricants, petrochemicals and additives;
and develops technologies that enhance our business and the
industry. We aim to grow our traditional oil and gas business,
lower the carbon intensity of our operations and grow new
lower carbon businesses in renewable fuels, hydrogen, carbon
capture, offsets and other emerging technologies. More
information about Chevron is available at www.chevron.com.

About Hess

Hess Corporation is a leading global independent energy

company engaged in the exploration and production of crude
oil and natural gas with leading positions offshore Guyana, the
Bakken shale play in North Dakota, the deepwater Gulf of
Mexico and the Gulf of Thailand. Globally, Hess is recognized
as an industry leader in environmental, social and governance
performance and disclosure. More information about Hess
Corporation is available at www.hess.com.