Shell Suggests Barrett Reconsider Offer

Defending its hostile takeover attempt for Denver-based Barrett Resources Corp., Royal Dutch/Shell Group's CEO Walter van de Vijver sent a letter to Barrett's board of directors Wednesday calling the $55 a share offer a "full and fair value" for the gas-rich independent. Barrett has rejected Shell's offer and is now considering strategic alternatives (see NGI, March 12). There had been no response by Barrett at the end of last week.

In part, van de Vijver's letter, addressed to the board and Barrett CEO Peter A. Dea, said that Shell sees "no basis for your Board's conclusion that our tender offer is inadequate. We are also concerned that your board might pursue a strategy to remain independent instead of maximizing shareholder value by selling the company. Therefore, we would like to convey our concerns, as well as propose a path forward that utilizes a shareholder-friendly merger agreement, directly to you and your fellow directors."

The letter continued, ".in Shell's view, the negotiating posture adopted by the Barrett board may be encouraging unrealistic expectations about values in the present context and could prove in the end to be harmful to your shareholders."

Van de Vijver said that Shell has devoted "substantial resources" in evaluating Barrett as it seeks to establish a presence in the Rocky Mountains, and said that the company has "deployed more than 20 members of its own internal technical staff, as well as other outside consultants, in evaluating Barrett's assets." Because of all of Shell's expertise, he said its valuation of Barrett "is right on target."

He said that Shell is interested in reaching a merger agreement whereby Barrett could continue to study its alternatives through May 11 so that "shareholders could be assured of a sale of their company that secures them a minimum cash purchase price for their shares." The letter indicated that Shell sees "Barrett and its talented employees serving as the cornerstone of our Rocky Mountain core area, and we would welcome your ideas as to how to best expand on your existing operations through additional acquisitions."

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