Conoco Makes Tender Offer to Gulf Canada

Conoco Northern Inc., a subsidiary of Houston-based Conoco Inc., officially launched its friendly takeover bid for Gulf Canada Resources Ltd. on Friday, tendering a cash offer that would pay the Calgary-based company C$12.40 per share in a deal worth $4.3 billion (C$6.7 billion). The two companies agreed to the sale in May (see NGI, June 4), and Conoco's offer will expire on July 13.

Conoco agreed to pay a 34% premium over Gulf Canada's closing price of C$9.25 on May 28, the last trading day before the public announcement of the support agreement. Gulf Canada's board has unanimously approved the offer, saying it was in the best interests of the company and its shareholders. All required regulatory filings are expected to be made soon, and initial acquisition financing has already been arranged.

The tender offer is conditioned upon several things, including a valid tender of at least 66.66% of the Gulf Canada ordinary shares and receipt of required regulatory consents and approvals. When the offer is completed, Conoco Northern intends to acquire all of Gulf Canada's ordinary shares not tendered in the offer by statutory acquisition or a second step transaction for the same cash price.

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