ANother takeover BEAUOCTOBER 4, 2000 - 16:45 EDT
Murphy Oil Corporation and Beau Canada Exploration Ltd.
Announce Agreement of Murphy to Acquire Beau Canada
Shares
CALGARY, ALBERTA--Murphy Oil Corporation ("Murphy") (NYSE: MUR)
and Beau Canada Exploration Ltd. ("Beau Canada") (TSE: BAU) today
jointly announced that they have entered into an agreement under
which Murphy will make an offer of $2.15 (Cdn) per share in cash
for all of the issued and outstanding common shares of Beau
Canada. The aggregate value of the Offer is approximately $381
(Cdn) million, including assumed indebtedness of Beau Canada of
approximately $183 (Cdn) million at September 30, 2000. The Offer
represents a 27% premium over Beau Canada's closing price of $1.69
(Cdn) on The Toronto Stock Exchange on October 4, 2000.
The Offer has the unanimous support of the Board of Directors of
Beau Canada and Beau Canada's directors have advised that they
will tender their Common Shares to the Murphy Offer. The
agreement provides that Beau Canada will pay Murphy a termination
fee of $10 (Cdn) million in certain circumstances. In addition,
Beau Canada has agreed to close its data room and not solicit
further offers. The offering circular associated with the
transaction is expected to be mailed to Beau Canada shareholders
shortly and the Offer will expire 21 days thereafter. The Offer
will be made through a wholly-owned subsidiary of Murphy. The
Offer is conditional on, among other things, at least two-thirds
of Beau Canada's Common Shares (fully diluted) being tendered, and
receipt of all necessary regulatory approvals and on conditions
customary in transactions of this nature. Beau Canada's Board has
also resolved to extend the separation time of the Rights to, and
to waive the application of Beau Canada's Shareholders Rights Plan
to the Murphy Offer, immediately prior to the expiry time of the
Offer.
Mr. Bruce R. Libin, Q.C., Chairman and Managing Director of Beau
Canada, stated, "We are pleased with the result of an extensive
process designed to enhance shareholder value. On behalf of the
Board of Directors and shareholders I thank all employees of Beau
Canada who built the value being recognized today."
Mr. Claiborne P. Deming, President and CEO of Murphy, stated that
"the Western Canadian Sedimentary Basin has been an important
contributor to Murphy's operations for many years. The
acquisition of Beau Canada solidifies our position. Currently
producing properties present numerous cost-saving opportunities
through synergies and economies of scale, while an attractive
array of exploration prospects offer significant future growth
potential. This acquisition is a strategic step for Murphy in our
effort to capitalize on the important North American natural gas
market."
Murphy is a worldwide oil and gas exploration and production
company with refining and marketing operations in the United
States and the United Kingdom. Murphy's exploration and
production activities are centered in four of the world's premier
oil and natural gas regions: off the east coast of Canada, western
Canada, the Gulf of Mexico and onshore south Louisiana, and the
United Kingdom.
FirstEnergy Capital Corp., BMO Nesbitt Burns Inc. and Griffiths
McBurney & Partners, Beau Canada's financial advisors, have
expressed an opinion to the Board of Directors of Beau Canada that
the Murphy Offer is fair from a financial point of view to Beau
Canada shareholders.