ESENJAY EXPLORATION, INC.
ENTERS INTO ACQUISITON TRANSACTION WITH
SANTOS AMERICAS AND EUROPE CORPORATION
Board of Directors Votes to Accept and Support Transaction
HOUSTON, TEXAS - MARCH 18, 2002 - Esenjay Exploration, Inc. (NASDAQ: ESNJ) today
announced that Santos Americas and Europe Corporation ("Santos") and Esenjay
have entered into an agreement providing for Santos' acquisition of the entire
outstanding equity interest in Esenjay by means of a tender offer for all of
Esenjay's outstanding common shares at a price of US$2.84 per share in cash and
a follow-on merger at the same price. Under the terms agreed, Santos expects to
initiate a formal offer within the next several days after all required
regulatory filings have been completed. Once commenced, the offer will remain
open for at least 20 business days.
Santos is a wholly-owned subsidiary of the ultimate parent entity, Santos Ltd.
(NASDAQ: STOSY; ASX: STO), an Australian listed company. The Santos Ltd. group
is Australia's largest onshore natural gas producer and has interests in the
United States and South East Asia. As at the end of December 2001, the Santos
Ltd. group had total assets of more than A$5 billion and over 1,700 employees.
The Santos offer is conditioned on the receipt of at least a majority of
Esenjay's outstanding shares. If Santos receives at least a majority of
Esenjay's outstanding shares, it will acquire all remaining outstanding Esenjay
shares through a subsequent merger, the timing of which would be announced at a
later date. Esenjay shareholders who do not participate in the tender offer
would also receive $2.84 per share in cash in the merger. As of March 1, 2002
Esenjay had 19,121,598 shares outstanding. It also had outstanding options and
warrants, which would be in the money at $2.84 per share, to purchase an
additional 2,537,169 Esenjay common shares.
At a meeting held on Saturday, March 16, 2002, Esenjay's board of directors
voted to accept and support the Santos tender offer and voted to recommend that
Esenjay shareholders accept the cash tender offer and approve the merger. In
addition, as a condition to the offer, Esenjay's two major shareholders and the
Chairman of the board of directors have agreed to tender all of the shares owned
by them (representing 9,991,662 shares or 52% of Esenjay's total outstanding
shares) in the Santos tender offer and have granted Santos the option to acquire
all of their shares if the tender offer is not consummated for certain reasons.
In voting to accept and support the Santos tender offer, Esenjay's board of
directors considered a number of factors, including the following. Esenjay has
historically been forced to constrain capital spending and to sell larger than
desired interests in its |
