EXHIBIT 99.1
NEWS RELEASE SLH CORPORATION
5000 W. 95th Street, Suite 260
Shawnee Mission, KS 66207
Phone: (913) 652-1000
Fax: (913) 652-1025
FOR IMMEDIATE RELEASE:
March 31, 1998
Contacts: Steve Fitzwater John Ford
Kim Schaefer Syntroleum Corporation
SLH Corporation (918) 592-7900
(913) 652-1000
SLH AND SYNTROLEUM TO MERGE
SHAWNEE MISSION, KS AND TULSA, OK - Syntroleum(R) Corporation, the
developer and owner of a proprietary process for converting natural gas into
synthetic crude oil, and SLH Corporation (NASDAQ: SLHO), which owns
approximately 31% of Syntroleum, today announced that they have signed a
definitive agreement to merge the two companies. The transaction, which is
expected to close near the end of the second quarter of 1998, has been approved
by the Boards of Directors of both companies.
In the merger, all outstanding shares of Syntroleum common stock will be
exchanged for shares of SLH common stock, all outstanding shares of SLH common
stock will remain outstanding, the name of SLH will be changed to Syntroleum
Corporation, and SLH management and six of the eight SLH directors will be
replaced with Syntroleum management and directors. James R. Seward, President
and Chief Executive Officer of SLH, and P. Anthony Jacobs, Chairman of SLH, who
are currently directors of both companies, will remain as directors of the
merged company.
Under the merger agreement, each outstanding share of Syntroleum is to be
converted into a number of SLH shares equal to an "implied" market value of
Syntroleum common stock divided by the average market value of SLH common stock
during the five trading days before the SLH meeting of shareholders. The implied
market value of Syntroleum common stock will be SLH's market capitalization
minus its March 31, 1998 stockholders' equity divided by the 5,950,000 shares of
Syntroleum common stock that SLH now owns. If the exchange ratio had been
calculated on SLH's average closing prices for the five trading days ended March
30, 1998, each of the 13,043,950 shares of Syntroleum stock not owned by SLH
would be exchanged for 1.47 shares of SLH common stock based on SLH's estimated
March 31, 1998 stockholder's equity of approximately $50 million. In which case,
SLH stockholders would own approximately 34% of the combined company following
the merger. Fairness opinions on the exchange ratio have been provided by
Salomon Smith Barney to SLH, and by J. P. Morgan to Syntroleum.
A principal purpose of the merger is to provide Syntroleum with access to
the approximately $50 million of SLH's cash and other assets to fund
Syntroleum's capital commitments to a gas-to-liquids (GTL) project being
developed with Enron Capital & Trade Resources Corp., and a second
GTL project being developed with Texaco, Inc., and Brown & Root, Inc., as well
as for continued research and development of process improvements and for
general working capital.
James R. Seward, President and Chief Executive Officer of SLH, said,
"This transaction is a clear vote of confidence by SLH in Syntroleum. One of the
added benefits of this transaction is that as a public company, the global
energy industry and the investment community will have access to significantly
more information about Syntroleum, its technology, its business model and the
benefits of joining its growing network of industry partners and licensees,
which now include Texaco, Atlantic Richfield Company ("ARCO" ), Marathon Oil
Company, an affiliate of Yacimientos Petroliferos Fiscales, S.A. ("YPF"), Enron,
Kerr-McGee Corporation, Brown & Root, Inc., Bateman Engineering, Inc., Lyondell
Petrochemical Company, AGC Manufacturing Services, AMEC Process and Energy
Limited, ABB Power Generation Ltd., Catalytica Advanced Technologies and
Criterion Catalyst Company, L.P."
"This transaction should enable us to continue the growth and development
of Syntroleum and the Syntroleum Process," said Mark Agee, President of
Syntroleum. "We have long appreciated the tremendous support we have received
from SLH and are pleased that with the recent favorable developments at SLH, we
are now able to put our two companies together. We believe the combination of
Syntroleum's technology and SLH's financial resources will provide a strong
platform for future growth."
The transaction is subject to shareholder approvals and customary closing
conditions. Shareholder meetings to vote on the proposed merger will be
scheduled as soon as a registration statement becomes effective with the
Securities and Exchange Commission ("SEC") and proxy materials are finalized.
SLH expects to file the registration statement and preliminary proxy materials
with the SEC in April and hold shareholder meetings near the end of the second
quarter of 1998.
SLH is primarily engaged in promoting the development of Syntroleum and
is also in the business of managing, developing and disposing of certain real
estate and miscellaneous assets.
THE OFFERING OF SLH COMMON STOCK IN CONNECTION WITH THE MERGER WILL ONLY
BE MADE BY MEANS OF A PROSPECTUS. ACCORDINGLY, THIS PRESS RELEASE IS NOT
INTENDED TO CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
ANY SUCH SECURITIES.
This document contains forward-looking statements as well as historical
information. Forward-looking statements are identified by or are associated with
such words as "intend," "believe," "estimate," "expect," "anticipate," "should,"
"hopeful" and similar expressions. They reflect management's beliefs and
estimates of future economic circumstances and industry conditions, Company
performance and financial results and are not guarantees of future performance.
In particular, all statements relating to GTL plants using the Syntroleum
Process are based on Syntroleum's experience in operating a pilot plant,
laboratory data and numerous engineering feasibility studies, and no assurances
can be given that commercial-scale GTL plants using the Syntroleum Process will
achieve similar results. Although the Company believes that the expectations
reflected in any forward-looking statements are reasonable, it can give no
assurance that such expectations will be met. These and other forward-looking
statements are based on many assumptions and factors, all of which may not be
detailed in this document. Any changes in the assumptions or factors could
produce materially different results than those predicted and could impact stock
values.
(R)Syntroleum is both a service mark and trademark of Syntroleum Corporation.
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