A presentation about the acquisition is available in our Investor Relations
Amerada Hess Corporation (NYSE: AHC) and Triton Energy Limited (NYSE: OIL) today
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 Triton's 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.
Commenting on the transaction, John Hess, Chairman and Chief Executive Officer
of Amerada Hess, said:
"The acquisition of Triton strengthens our exploration and production business,
gives us access to long life international reserves, substantially increases
our production growth and provides significant exploration potential. It improves
our competitive position in a consolidating industry while being accretive to
our estimates of earnings and cash flow per share for 2002. The acquisition
will increase our production from a current level of 425,000 barrels of oil
equivalent per day to about 535,000 barrels per day in 2002 and more than 600,000
barrels per day in 2003. It makes Amerada Hess one of the largest global independent
exploration and production companies with the scale to access a broader range
of investment opportunities that meet our financial goals."
James C. Musselman, President and Chief Executive Officer of Triton Energy Limited,
"The sale of Triton Energy to Amerada Hess reflects the considerable progress
we have made in recent years and rewards our shareholders with premium value
for their shares. Triton today is one of the world's leading independent exploration
and production companies with world-class assets around the globe, strong financial
results and a solid balance sheet. These achievements are a credit to our people,
who have consistently demonstrated the experience and commitment necessary to
capitalize on the potential of our assets. I look forward to working with the
Amerada Hess management team to complete this transaction and successfully integrate
our two companies."
Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse, Tate &
Furst Incorporated, whose approximately 38% stake in Triton is a result of its
$350 million equity investment in the company in 1998 and early 1999, said:
"On behalf of all of the HMTF Partners, and particularly on behalf of all
of our investors in Hicks, Muse, Tate & Furst Equity Fund IV, I want to
congratulate and thank Jim Musselman, Al Turner, Brian Maxted, Greg Dunlevy
and the rest of the Triton management team for the truly superb job they have
done over the past three years in building the value of Triton for all of the
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.
About Amerada Hess Corporation
Amerada Hess, headquartered in New York, is a global integrated energy company
engaged in the exploration for and the production, purchase, transportation
and sale of crude oil and natural gas, as well as the production and sale of
refined petroleum products. Exploration and production activities take place
primarily in the United States, the United Kingdom, Norway, Denmark, Brazil,
Algeria, Gabon, Indonesia, Azerbaijan, Thailand and Malaysia.
Amerada Hess produces approximately 425,000 barrels of oil equivalent per day,
two-thirds of which is oil and one-third natural gas. Amerada Hess' total proved
oil and gas reserves at December 31, 2000 were over 1.1 billion barrels of oil
Amerada Hess' refined petroleum products are manufactured at the HOVENSA refinery
in St. Croix, United States Virgin Islands, which is owned jointly with Petroleos
de Venezuela S.A. The refinery is one of the largest in the world with a capacity
of 500,000 barrels per day. Amerada Hess markets refined petroleum products
on the East Coast of the United States through its terminal network and approximately
1,180 HESS brand retail outlets.
About Triton Energy
Triton Energy is a Dallas-based international oil and gas exploration and production
company with major oil and gas assets in West Africa, Latin America and Southeast
Asia. At December 31, 2000, Triton's total proved reserves were 293.5 million
barrels of oil equivalent. These reserves exclude the success of drilling activities
About Hicks, Muse, Tate & Furst Incorporated
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has
completed or currently has pending more than 390 transactions with a total capital
value of more than $50 billion. Headquartered in Dallas, the firm has additional
offices in New York, London and Buenos Aires.
Investment Community Conference Call and Webcast
Amerada Hess will host a conference call at 8:30 a.m. EDT this morning to discuss
the proposed transaction with the investment community. The conference call
will be accessible to the media and the general public in listen-only mode.
To listen to the conference call, please dial 888-857-6929 (U.S.) or 719-457-2600
(International) approximately 15 minutes prior to the scheduled starting time.
The conference will be webcast live on www.hess.com and www.vcall.com (enter
AHC). Replays will be available at 888-203-1112 (U.S.) or 719-457-0820 (International),
passcode 471655, beginning at 12:00 p.m. EDT on July 10th through 8:00 p.m.
EDT on July 17th.
This announcement contains certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the US federal
securities laws. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in
the forward-looking statements. Many of these risks and uncertainties relate
to factors that are beyond the companies' ability to control or estimate precisely,
such as future market conditions, the behavior of other market participants
and the actions of governmental regulators. These and other risk factors are
detailed in the two companies' SEC reports. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. The companies do not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this press release.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Triton. At the time the offer is commenced, Amerada Hess will
file a tender offer statement and Triton will file a solicitation/recommendation
statement with the SEC with respect to the offer. Triton shareholders are advised
to read the tender offer statement and the related solicitation/recommendation
statement, both of which will be filed with the SEC. The tender offer statement
(including an offer to purchase, letter of transmittal and related tender offer
documents) and the solicitation/recommendation statement will contain important
information which should be read carefully before any decision is made with
respect to the offer. These documents will be made available to all shareholders
of Triton, at no expense to them. These documents also will be available at
no charge at the SEC's website at www.sec.gov.
Crystal C. Bell
Kekst and Company
Kekst and Company