Amerada Hess To Acquire Triton Energy

Amerada Hess Corporation and Triton Energy Limited jointly announced that they have entered into a definitive agreement under which Amerada Hess will commence a cash tender offer for all outstanding ordinary shares of Triton at $45.00 per share (including to be converted preference shares). The transaction has a total value of approximately $3.2 billion, including the assumption of approximately $500 million in Triton debt.

The all-cash offer represents a premium of 50% to the closing price of Triton shares on Monday, July 9, 2001, and is 88% of Tritonís 52-week high. The transaction has been approved unanimously by the Boards of Directors of both companies, and the Board of Directors of Triton has unanimously resolved to recommend that its holders of ordinary shares accept the offer. Amerada Hess has received an irrevocable commitment from Hicks, Muse, Tate & Furst Incorporated to sell its approximately 38% ownership stake in Triton to Amerada Hess. The transaction is expected to close in the third quarter of 2001.

The transaction is subject to regulatory approvals and other customary conditions. Amerada Hess expects to mail definitive tender offer materials to Triton shareholders and make all other regulatory filings shortly. Amerada Hess will fund the transaction from its existing cash resources and lines of credit. Goldman Sachs & Co. served as financial advisor to Amerada Hess and J.P. Morgan Chase Securities served as financial advisor to Triton Energy.


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