Elf Says Its Counteroffer Beats TotalFina's
Paris-based Elf Aquitaine submitted a counteroffer for
TotalFina. Elf's proposal would create two separate pure-play oil
and gas and chemicals groups and annual pre-tax synergies of 2.5
billion euros within three years of the combination. The deal
offers three Elf shares and 190 euros in cash for every five shares
in TotalFina, representing a premium of 10% to TotalFina's closing
price on Friday July 16 (ex dividend). The transaction will be
accounted for under US GAAP using purchase accounting.
Previously, TotalFina, France's largest oil company, made a $43
billion hostile takeover bid for Elf. TotalFina offered Elf
shareholders four of its shares to three Elf shares.
"We believe that TotalFina's unwelcome offer both undervalues
the contribution of the Elf shareholders to the combination and
misses the opportunity to create a new industrial project," said
Elf Chairman Philippe Jaffre. "Our proposal will lead to a focused
and high-growth pure-play energy group, positioned with the
resources to develop on a path comparable to that of the industry
leaders, and a separate chemicals group owned directly by the
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