Chevron Corporation (NYSE:CVX) submitted a non-binding written proposal to acquire Renewable Energy Group, Inc. (NasdaqGS:REGI) from State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Dimensional Fund Advisors LP, Ameriprise Financial, Inc. (NYSE:AMP) and others for $3.1 billion on January 3, 2022. Chevron Corporation (NYSE:CVX) announced a definitive agreement to acquire Renewable Energy Group, Inc. (NasdaqGS:REGI) for $3.1 billion on February 27, 2022. As per the terms of the transaction, each share of common stock, par value $0.0001, of Renewable Energy Group issued and outstanding immediately prior to the effective time and dissenting shares will be converted into the right to receive $61.50 in cash, without interest. Renewable Energy Group shall be a wholly owned subsidiary of Chevron Corporation post deal completion. Renewable Energy shall pay a termination fee of $91 million to Chevron Corporation. Cynthia Warner, the President and Chief Executive Officer of Renewable Energy Group, to be appointed to the Board of Directors of Chevron Corporation. The closing of the transaction is subject to various conditions, including approval by the shareholders of Renewable Energy Group, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and clearance by the European Commission or expiration of any applicable waiting period. The Board of Directors of Renewable Energy Group has unanimously approved and the Board of Directors of Chevron has approved the transaction. The HSR Waiting Period expired on April 11, 2022. As of May 17, 2022, Renewable Energy Group's stockholders approved the merger at the annual meeting. The transaction is expected to close in the second half of 2022. The Merger is expected to close mid-year 2022.

If the deal is not consummated by November 28, 2022; provided, that if the required regulatory approvals have not been obtained but all other conditions to closing have been satisfied, the end date shall automatically be extended to February 27, 2023; provided, further that if the deal is not consummated by the initial extension date by reason of a failure to obtain the required regulatory approvals but all other conditions to closing have been satisfied, the end date shall automatically be extended to May 30, 2023; provided, further, that if on the second extension date a regulatory proceeding is still pending, either Renewable Energy or Chevron Corporation shall be entitled to extend the end date until August 28, 2023. The transaction is expected to be accretive to Chevron earnings in the first year after closing and accretive to free cash flow after start-up of REG's Geismar expansion.

Goldman Sachs & Co. LLC acted as financial advisor, and, Scott A. Barshay, Kyle T. Seifried, Caith Kushner, John Kennedy, Manuel Frey, Patricia Vaz de Almeida, Brian Krause, Jeffrey Samuels, Kevin Colan, Larry Witdorchic, Claudine Meredith-Goujon, William O'Brien and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP and David Higbee, Ben Gris and Jonathan Cheng of Shearman & Sterling LLP acted as legal advisor to Chevron. Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider and Mark D. Gerstein, David Owen, Brent Epstein, Roderick Branch, Joel Trotter, Michelle Carpenter, Jeffery Tochner, Jean-Philippe Brisson, Diana Doyle, Eli Katz, Omar Nazif, Christopher Dolan, Sosi Biricik Klijian, Michael Egge, Max Hauser, Michele Johnson, Robert Frances, Meredith Monroe, Andrew Galdes, Jana Dammann de Chapto, Robert Blamires and Bradley Faris of Latham & Watkins LLP acted as legal advisor to Renewable Energy. MacKenzie Partners, Inc. acted as proxy solicitor to Renewable Energy. Renewable Energy will pay a fee of $45,000 to MacKenzie Partners in total. MacKenzie Partners will pay a fee of $42.5 million to pay Guggenheim Securities for its services, of which a fee of $2.5 million will be paid to Guggenheim for rendering of fairness opinion. Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor for Renewable Energy. Computershare acted as transfer agent for Renewable Energy.

Chevron Corporation (NYSE:CVX) completed the acquisition of Renewable Energy Group, Inc. (NasdaqGS:REGI) from State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Dimensional Fund Advisors LP, Ameriprise Financial, Inc. (NYSE:AMP) and others on June 13, 2022.