Conoco Inc. Commences Tender Offer for Gulf Canada Resources Limited; Offer to Expire July 13, 2001.Business Editors HOUSTON and CALGARY, Alberta, Canada--(BUSINESS WIRE)--June 8, 2001 Conoco Inc. (NYSE NYSE See: New York Stock Exchange : COC See chip on chip. .A) (NYSE: COC.B) today announced that its wholly-owned Canadian subsidiary, Conoco Northern Inc., has commenced a cash takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares (the "Offer") for all of the outstanding ordinary shares of Gulf Canada Resources Limited (NYSE: GOU GOU Grupo de Oficiales Unidos (Spanish: United Officers Group) and TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). : GOU) for C$12.40 per ordinary share in cash under the support agreement entered into among Conoco, Conoco Northern and Gulf Canada on May 28, 2001. The Offer is scheduled to expire at 6:00 PM Calgary time (8:00 PM New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of time) on Friday, July 13, 2001. The offer price represents a premium of 34% over Gulf Canada's closing share price of C$9.25 on Monday, May 28, 2001, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from prior to the public announcement of the support agreement. Gulf Canada's Board has unanimously approved the Offer. It has determined unanimously that the Offer is fair to the holders of ordinary shares and is in the best interests of Gulf Canada and its ordinary shareholders. The Gulf Canada Board has unanimously recommended that holders of ordinary shares accept the Offer and deposit their ordinary shares to the Offer. Conoco and Gulf Canada expect that all required regulatory filings will be made shortly. Initial acquisition financing has been arranged. The tender offer is conditioned upon, among other things, valid tender of at least 66 2/3% of the Gulf Canada ordinary shares and receipt of required regulatory consents and approvals. Upon the completion of the Offer, Conoco Northern intends to acquire any of Gulf Canada's ordinary shares not tendered in the Offer by statutory acquisition or a second step transaction for the same cash price as under the Offer. Gulf Canada is a Canadian-based independent exploration and production company, with primary operations in Western Canada, Indonesia, the Netherlands and Ecuador. Conoco is a U.S.-based, major, integrated energy company active in more than 40 countries. Today's news release, along with other information about Conoco and Gulf Canada, is available on the Internet at http://www.conoco.com and http://www.gulf.ca. Investors and security holders are urged to read the Offer documents because they contain important information about Conoco and Gulf Canada and the proposed transaction. |
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