The transaction is subject to the approval of KMOC stockholders. Enterprise Oil Overseas Holdings Ltd. and Enterprise Oil Exploration Ltd. (both members of the Royal Dutch/Shell group of companies) own between them approximately 45 percent of the outstanding KMOC common stock and, under a stockholder agreement with KMOC, have until May 6, 2003, to either make a matching offer for the common stock they do not own or approve the transaction. Currently, a majority of non-Enterprise stockholders have committed to approve the transaction. Subject to the satisfaction of this and other closing conditions, the transaction is expected to close promptly, but in any event not later than May 13. A termination fee is part of the merger agreement.
It should be noted that Marathon's own estimates of specific KMOC operational and financial measures, including reserves and future production estimates, will be different than those currently available through public sources. Marathon will provide further information and asset integration details upon the successful completion of the transaction.
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