23rd Jan 2007 07:47
ROYAL DUTCH SHELL PLC ANNOUNCES RECOMMENDED OFFER FOR MINORITY SHARES OF SHELL CANADA
23rd January 2007. Royal Dutch Shell plc (the 'Group') today announced that it has reached agreement with and obtained the unanimous recommendation of the Special Committee and Board of Directors of Shell Canada Limited on a revised offer (the 'Offer') to acquire all of the outstanding common shares of Shell Canada Limited (Toronto Stock Exchange, ticker symbol SHC) not owned by the Group at a cash price of C$45 per share.
This Offer would value Shell Canada Limited's fully diluted minority share capital at approximately C$8.7 billion. The Group owns a 78% stake in Shell Canada Limited.
The Group intends to proceed with the Offer by way of a take-over bid by Shell Investments Limited, a wholly owned subsidiary of the Group. A copy of the take-over bid circular will be mailed to all shareholders of Shell Canada Limited early next month. The circular will contain the formal valuation of the common shares carried out by the independent valuator. The Offer , once launched, will be open for a minimum bid period of not less than 35 days.
The Offer will be conditional on more than 50 (fifty) percent of the outstanding shares (calculated on a fully diluted basis) held by the minority shareholders of Shell Canada Limited being tendered as well as 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.
EndsContacts:Shell Investor Relations
London Gerard Paulides +44 207 934 6287
New York Harold Hatchett +1 212 218 3112
Den Haag Tjerk Huysinga +31 70 377 3996
Shell Media relations
International, US, UK Press +44 207 934 5963/ 3277/ 6238
The Netherlands and European Press +31 70 377 8750
Disclaimer Statement
This document contains forward-looking statements concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as ``anticipate'', ``believe'', ``could'', ``estimate'', ``expect'', ``intend'', ``may'', ``plan'', ``objectives'', ``outlook'', ``probably'', ``project'', ``will'', ``seek'', ``target'', ``risks'', ``goals'', ``should'' and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for the Group's products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves; (k) economic and financial market conditions in various countries and regions; (l) political risks, project delay or advancement, approvals and cost estimates; and (m) changes in trading conditions. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this presentation. Neither Royal Dutch Shell nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this document.
The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this presentation, such as "oil in place" that the SEC's guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575 and disclosure in our Forms 6-K file No, 1-32575, available on the SEC website www.sec.gov - opens in new window. You can also obtain these forms from the SEC by calling 1-800-SEC-0330.
ROYAL DUTCH SHELL 'B' PLCRelated Shares:
RDSA.LRDSB.L