MERGERS-ACQUISITIONS / Tarragon Oil and Gas Announces Notice of
Meeting and Information Circular
TSE, ME SYMBOL: TN
JULY 13, 1998
CALGARY, ALBERTA--Tarragon Oil and Gas Limited ("Tarragon")
announced today that its Notice of Meeting and Information
Circular relating to the special meeting of its securityholders to
be held August 11, 1998 will be mailed to securityholders this
week. The purpose of the special meeting is to request
securityholder approval of the proposed transaction involving
Tarragon and Marathon Oil Company ("Marathon"), whereby a
subsidiary of Marathon would acquire all of the issued and
outstanding securities of Tarragon. The special meeting is being
held in accordance with directions contained in an Order of the
Ontario Court (General Division) obtained July 2, 1998. The
Information Circular and related materials will be sent to
securityholders of record as of July 7, 1998.
Under the terms of the previously announced transaction,
securityholders of Tarragon will receive Cdn $14.25 cash for each
Tarragon common share, or, at the option of the holder,
exchangeable shares of equivalent value issued by a wholly-owned
Canadian subsidiary of Marathon that are exchangeable into shares
of USX-Marathon Group common stock, or a combination of the
foregoing (subject to a maximum 90 percent of the total
consideration being paid in exchangeable shares, unless Marathon
agrees otherwise). The Board of Directors of Tarragon has
recommended that securityholders vote to approve the transaction.
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.
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