Pogo Buys Northrock Resources from Unocal

On September 27, 2005, Pogo Producing Company of Houston, Texas, through a wholly-owned subsidiary, purchased all the shares of Northrock Resources Ltd., a western Canadian oil and gas producer, from Unocal Canada Ltd. and Unocal Canada Alberta Hub Ltd., subsidiaries of Chevron Corp. of San Ramon, California. The purchase price was approximately US$1.8 billion.

The sale agreement was initially entered into July 8, 2005, prior to the closing of the Unocal-Chevron merger. When the merger closed on Aug. 10, 2005, Unocal Canada and Unocal Canada Alberta Hub, which collectively owned 100 per cent of the shares of Northrock, became indirectly controlled by Chevron. The sale of Northrock assets follows Chevron's divestiture of its conventional oil and gas business in Western Canada in 2004 and 2005. Chevron remains focused on core areas of interest in Canada, including offshore Atlantic Canada, Alberta's oil sands and the Mackenzie Delta in the western Arctic.

After the sale to Pogo Producing Company, Unocal Canada and Unocal Canada Alberta Hub continue to hold their respective interests in the Aitken Creek gas storage facility, located near Fort St. John, BC, and in the Alberta Hub gas storage facility, located approximately 80 miles (about 130 km) west of Edmonton, Alberta. These assets are now managed by the Chevron Global Gas organization, with support from Chevron Canada Resources, a Canadian subsidiary of Chevron Corp.

Pogo was represented by Michael Killelea, senior vice-president, general counsel and corporate secretary, and Timothy Yang, senior counsel; by Fraser Milner Casgrain LLP with a team led by Doug Black, Q.C., Dale Skinner, and Miles Pittman, which included Bill Jenkins, Irene Ludwig, Kristi Kasper and Don Sommerfeldt (corporate/structuring), Scott Sangster (banking), Alex MacWilliam (environmental), Jehad Haymour, Scott Bodie and Kevin Scott (tax), Mary Picard (pensions), Barbara Johnston (labour and employment), Barry Zalmanowitz, Q.C., and Denise Prokopiuk (competition and Investment Canada), and Carolyn Wilton, Geoff Macleod and Birch Miller (oil and gas); and by Baker Botts LLP with a team led by Stephen Massad that included Paul Perea and Mikas Kalinauskas (corporate), Benjamin Wells and Derek Green (tax), Jim Raborn (pensions and employment) and Rick Goyne (finance).

Unocal was represented by Roberta Kass, senior counsel, and a team from Stikeman Elliott LLP led by Glenn Cameron that included Brad Grant, David Lefebvre, Phil Griffin, Virginia Wigmore and Kerri Howard (corporate/oil and gas), David Weekes (tax), Susan Hutton (competition and Investment Canada Act), Lorna Cuthbert and Gary Nachshen (pensions and employment). Unocal was also represented on tax matters by Mike Ryer and Anu Nijhawan of Bennett Jones LLP.

Northrock was represented by Eamon Hurley, general counsel and corporate secretary.