MERGERS-ACQUISITIONS / Tarragon Oil and Gas Enters Into
Agreement With Marathon Oil Company
TSE, ME SYMBOL: TN
MAY 29, 1998
CALGARY, ALBERTA--Tarragon Oil and Gas Limited ("Tarragon")
announced today that it has entered into an agreement with
Marathon Oil Company of Houston, Texas ("Marathon"), subject to
receiving all necessary regulatory and shareholder approvals,
whereby Marathon will acquire all of the issued and outstanding
common shares of Tarragon by plan of arrangement pursuant to the
provisions of the Business Corporations Act (Ontario). Under the
proposed transaction, shareholders of Tarragon will receive at the
option of the holder, for each Tarragon Share, Cdn. $14.25 cash or
exchangeable shares of equivalent value of a wholly-owned Canadian
subsidiary of Marathon that are exchangeable into shares of
USX-Marathon Group Common Stock (NYSE Symbol: MRO). No more than
90 percent of the total consideration will be in the form of
exchangeable shares, unless consented to by Marathon. The
proposed transaction was negotiated by a Special Committee of
Tarragon's board of directors, and, on the recommendation of the
Special Committee, has been approved by the board. Nesbitt Burns
Inc. is acting as financial advisor to Tarragon.
The transaction will be subject to a number of conditions,
including certain regulatory approvals, court approval and the
approval of shareholders of Tarragon at a meeting expected to be
held in August, 1998, with closing expected shortly thereafter.
Tarragon has also agreed under certain circumstances if the
transaction is not completed to pay a break fee of Cdn. $30
million to Marathon.
Tarragon is a Canadian exploration and production company whose
common shares trade on The Toronto Stock Exchange and The Montreal
Exchange under the symbol TN. |
