Amerada Hess To Acquire Lasmo
Amerada Hess Corporation announced that it had reached agreement with LASMO plc on the terms of a cash and share offer, unanimously recommended by LASMO's Board, for the entire issued share capital of LASMO plc at an aggregate purchase price of approximately $3.5 billion. Amerada Hess will issue approximately 17.1 million shares of its Common Stock and pay approximately $2.4 billion in cash to consummate the transaction. The transaction also includes the assumption of $1.6 billion of LASMO's gross debt. The transaction is subject to acceptance of the offer by not less than 90% of LASMO's shares and other customary conditions. The cash consideration under the offer will be financed from existing cash resources and a bank facility arranged with Goldman Sachs International.
Under the terms of the offer, for every 78.7 LASMO shares held (directly or through American Depositary Shares) LASMO shareholders will receive 98.29 pounds sterling (pounds) in cash and 1 share of Amerada Hess Common Stock, constituting approximately 69% cash and 31% equity. The offer values each LASMO share at 180 pence, based on an exchange rate of $1.4484: 1 pound and the NYSE closing price of $62.8125 per Amerada Hess share on November 3, 2000, the last NYSE trading day prior to this announcement. The offer represents a premium of approximately 28% to the mid-market closing price of a LASMO share at the close of business on November 3, 2000, the last trading day on the London Stock Exchange prior to this announcement. The offer will be made through Goldman Sachs International on behalf of Amerada Hess in the United Kingdom.
Amerada Hess and LASMO have entered into an agreement under which LASMO will pay Amerada Hess 24 million pounds if the offer lapses or is withdrawn following an announcement of any proposal involving a change of control of LASMO by a third party or a major asset disposal or acquisition which, in either case, is completed at any time in 2001 or if, while the offer remains open, the Board of Directors of LASMO ceases to recommend it or qualifies its recommendation.
Amerada Hess has received irrevocable undertakings to accept the offer from Schroder Investment Management Limited and Electrafina S.A. as well as from the Directors of LASMO in respect of their holdings, amounting in the aggregate to approximately 20% of LASMO's issued share capital.