Talisman Proceeds with its Bid for Lundin Oil
Talisman Energy Inc.'s public offer, through its wholly-owned Swedish subsidiary Talisman Energy AB, to the holders of shares and warrants in Lundin Oil AB has been successful and Talisman has declared the offer unconditional.
The offer has during the regular acceptance period that expired on August 17, 2001, been accepted to such an extent that the shares and warrants tendered represent 89.8 per cent of the shares and 90.3 percent of the voting rights in Lundin Oil, on a fully diluted basis.
In order to enable acceptance by those who have not yet accepted the offer, Talisman has decided to extend the acceptance period to 3:00 p.m. Swedish time on Friday, August 31, 2001.
Settlement for shares and warrants tendered during the regular acceptance period is expected to begin on or around August 30. Settlement for shares tendered during the extended acceptance period is expected to begin by September 13. Talisman has declared its intention to request compulsory acquisition of the minority shares in Lundin Oil.
The resolution by Talisman to declare the public offer unconditional means that the following resolutions by the extraordinary general meeting of Lundin Oil, which was adopted subject to the offer being declared unconditional, now are being executed:
- Reduction of the share capital and the share premium reserve with repayment to the shareholders through distribution of all Lundin Oil's shares in the subsidiary Lundin Petroleum AB "Lundin Petroleum"). The total reduction amount is MSEK 609.8. The distribution takes place in the form of distribution rights which each entitle the holder to one share in Lundin Petroleum. The distribution rights were booked into the securities accounts of the Lundin Oil shareholders on August 20, 2001 and are automatically converted into shares in Lundin Petroleum following registration of the resolutions to reduce the share capital and to issue new shares.
- The issue of not less than 17 million and not more than 22 million class C shares at a price of SEK 36.50 per share. Talisman will subscribe for 17 million C-shares at a total subscription price of MSEK 620.5. Through completion of the offer and the subscription of class C shares, Talisman will acquire shares and warrants equal to at least 91.2 per cent of the shares and 91.6 per cent of the voting rights in Lundin Oil, on a fully diluted basis.
- The entry into office of the new Board of Directors consisting of Johan Gernandt, Carl Bildt and Kevin Dunne. All present Directors of the Board, with the exception of Carl Bildt, will resign.
In accordance with agreement between Lundin Oil and Talisman, Lundin Oil further transfers to a third party all of the shares of International Petroleum Libya Limited and Lundin Investments Limited, the two wholly-owned subsidiaries of Lundin Oil which hold the Lundin Oil group's interests in Libya. The aggregate purchase price is MUSD 75 based on a July 1, 2001 effective date and is payable in cash.