To: stan_hughes who wrote (11276 ) 1/23/2007 10:32:54 AM From: Cal Gary Read Replies (1) | Respond to of 24921 Shell Canada, Royal Dutch agree on $45.00 per share 2007-01-23 05:36 ET - News Release Mr. Ken Lawrence reports SHELL CANADA LIMITED ANNOUNCES RECOMMENDED OFFER FOR MINORITY SHARES OF SHELL CANADA LIMITED Royal Dutch Shell PLC has reached agreement with and obtained the recommendation of the board of directors of Shell Canada Ltd. on a revised offer to acquire all of the outstanding common shares of Shell Canada not owned by the group at a cash price of $45.00 per share. This offer would value Shell Canada's fully diluted minority share capital at approximately $8.7-billion. The group owns 78 per cent of the common shares of Shell Canada. A wholly owned subsidiary of the Group, Shell Investments Ltd., and Shell Canada have entered into a support agreement which provides, among other things, that Shell Investments Ltd. will, subject to certain conditions, make the offer pursuant to a takeover bid circular to be mailed to shareholders of Shell Canada early next month. The offer will be open for acceptance for a period of not less than 35 days and will be conditional on more than 50 per cent of the outstanding common shares of Shell Canada not owned by the group being validly deposited to the offer and not withdrawn. The offer will be subject to certain other customary conditions, including the absence of any material adverse change, the obtaining of any relevant regulatory approvals and the absence of any adverse litigation, proceeding or legal prohibition in respect of the offer. The board of directors of Shell Canada has received the recommendation of a special committee of directors formed to consider the offer that the board recommend that shareholders of Shell Canada (other than the group and its affiliates) accept the offer and the board of directors has resolved to recommend that such shareholders accept the offer. The special committee and the board of directors have received the verbal opinion of CIBC World Markets that the consideration to be provided under the offer is fair from a financial point of view to such shareholders. The support agreement provides, subject to its terms, that the board of directors of Shell Canada will issue a directors' circular, to be provided with the takeover bid circular, which will contain its recommendation to shareholders together with the fairness opinion and the formal valuation prepared by CIBC World Markets of the common shares of Shell Canada. Shareholders should carefully review the takeover bid circular and the directors' circular when available. We seek Safe Harbor.