Conoco commences tender offer for Gulf; offer to expire July 13, 2001

Friday, June 8 2001 - 01:28 PM WIB

American oil and gas company Conoco Inc. announced Friday that its wholly-owned Canadian subsidiary, Conoco Northern Inc., has commenced a cash takeover bid for all of the outstanding ordinary shares of Gulf Canada Resources Limited 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.

According to Conoco media release, the offer is scheduled to expire at 6:00 PM Calgary time on Friday, July 13, 2001.

The offer price represents a premium of 34 percent over Gulf Canada's closing share price of C$9.25 on Monday, May 28, 2001, the last trading day 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.

The release said Conoco and Gulf Canada expected that all required regulatory filings would 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 percent 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.

In Indonesia, Gulf Canada operates through its 72 percent subsidiary, Gulf Indonesia Resources, which is currently the country?s largest non-LNG natural gas operator. (*)

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