Marathon Oil Corporation has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation, a private Canadian investment company. Marathon has received a copy of the offer to purchase document, dated Jan. 16, 2008, pursuant to which TRC Capital has offered to purchase for cash up to 2,000,000 outstanding shares of common stock of Marathon. The offer price of $50.00 net per share represents a 4.16 percent discount to the $52.17 closing price for Marathon common stock on the New York Stock Exchange on Jan. 15, 2008, the day before the date of the offer to purchase document. Marathon does not recommend or endorse this unsolicited offer, and Marathon is not affiliated in any way with TRC Capital, the offer or the offer to purchase document.
The Securities and Exchange Commission (SEC) has issued "Investor Tips" regarding mini-tender offers, noting that: "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website, at http://www.sec.gov/investor/pubs/minitend.htm. The SEC recommends that investors scrutinize mini-tender offers carefully to make sure they understand the terms of the tender offer before tendering their shares.
Marathon stockholders are advised that TRC Capital's offer is subject to numerous conditions, including there being no decrease in the market price of Marathon common stock and the availability of financing for the purchase on terms reasonably satisfactory to TRC Capital. TRC Capital has also reserved the right, in its reasonable discretion, to extend the period of time during which the offer remains open, thereby possibly delaying payment for shares of Marathon common stock tendered in the offer, or to amend its offer in any other respect.
Marathon understands that TRC Capital has made many similar mini-tender offers in the past. Marathon urges investors to obtain current market quotations for their shares of Marathon common stock, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.
Marathon stockholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC Capital's offer to purchase document prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., EST, on Friday, Feb. 15, 2008.
Marathon draws the attention of broker-dealers and other market participants who may become involved in the dissemination of TRC Capital's offer to the SEC's recommendations to broker-dealers in these circumstances, which can be found on the SEC's website, at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange (NYSE) on Sept. 28, 2001 regarding the dissemination of mini-tender offer materials, which can be found on NYSE's website, at http://www.nyse.com/ under the tabs "NYSE Regulation," "Rules & Interpretations," "Information Memos." Marathon requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's "mini-tender" offer.
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