According to the Complaint, Noble Energy, Inc. is an independent oil and natural gas exploration and production company. The Company operates a high-quality portfolio of assets onshore in the United States, offshore in the Eastern Mediterranean, and off the west coast of Africa.

This action stems from a proposed transaction announced on July 20, 2020, pursuant to which Noble Energy, Inc. will be acquired by Chevron Corporation.

On July 20, 2020, Noble Energy’s Board of Directors caused the Company to enter into an agreement and plan of merger with Chevron. Pursuant to the terms of the Merger Agreement, Noble Energy’s stockholders will receive 0.1191 of a share of Parent common stock for each share of Noble Energy common stock they own.

On August 11, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.