1
EXHIBIT (a)(1)(x)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined herein). The Offer (as defined herein) is made solely
by the Offer to Purchase, dated January 24, 2001, and the related Letters of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. However, the Offeror (as defined below) may,
in its discretion, take such action as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of OEI Acquisition Corp. by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
and
All Outstanding Shares of Series A Convertible Preferred Stock
of
Texoil, Inc.
at
$8.25 Net Per Share of Common Stock
and
$18.04 Net Per Share
of Series A Convertible Preferred Stock
by
OEI Acquisition Corp.,
a Wholly-Owned Subsidiary of
Ocean Energy, Inc.
OEI Acquisition Corp. (the "Offeror"), a Nevada corporation and a wholly-
owned subsidiary of Ocean Energy, Inc., a Texas corporation ("Parent"), is
offering to purchase (i) all the outstanding shares of common stock, par value
$.01 per share (the "Common Shares"), of Texoil, Inc. (the "Company") at a
purchase price of $8.25 per share, net to the seller, in cash, without interest
(such price referred to herein as the "Common Share Offer Price"), and (ii) all
the outstanding shares of Series A Convertible Preferred Stock, par value $.01
per share (the "Preferred Shares," and, together with the Common Shares, the
"Shares"), of the Company at a purchase price of $18.04 per share, net to the
seller, in cash, without interest (such price referred to herein as the
"Preferred Share Offer Price"), on the terms and subject to the conditions set
forth in the Offer to Purchase dated January 24, 2001 (the "Offer to Purchase")
and in the related Letter of Transmittal for the Common Shares and the related
Letter of Transmittal for the Preferred Shares (each individually, a "Letter of
Transmittal," and together, the "Letters of Transmittal," and which, together
with the Offer to Purchase, as each may be amended and supplemented from time to
time, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FEBRUARY 22, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered by the Expiration Date and not withdrawn (a) at least that number of
Common Shares which would constitute a majority of the outstanding Common Shares
on a fully diluted basis (excluding for this purpose Common Shares issuable but
not yet issued as of such date upon conversion of outstanding Preferred Shares)
on the date of purchase, and (b) at least that number of Preferred Shares which
would constitute a majority of the outstanding Preferred Shares on a fully
diluted basis on the date of purchase (clauses (a) and (b) together, the
"Minimum Condition"). The Offer is also subject to other terms and conditions
described in the Offer to Purchase and in the related Letters of Transmittal.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of January 18, 2001 (the "Merger Agreement"), by and among Ocean Energy,
Inc., a Texas corporation ("Parent"), the Offeror (jointly, the "Ocean
Entities") and the Company. The Merger Agreement provides that, among other
things, as promptly as practicable after consummation of the Offer and the
satisfaction or waiver of the other conditions contained in the Merger
Agreement, the Offeror will be merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation. At the effective time
of the Merger (the "Effective Time"), Shares outstanding immediately prior to
the Effective Time (other than Shares held by the Company, any wholly-owned
subsidiary of the Company or the Ocean Entities or any wholly-owned subsidiary
of Parent and Shares held by holders who have properly exercised their appraisal
rights in accordance with the Nevada Revised Statutes) will, by virtue of the
Merger, be cancelled and terminated, as of the Effective Time, and shall
represent solely the right to receive the Common Share Offer Price (or any
higher price paid for Common Shares pursuant to the Offer), without interest, or
the Preferred Share Offer Price (or any higher price paid for Preferred Shares
pursuant to the Offer), without interest, as set forth in the Merger Agreement
and described in the Offer to Purchase. The Merger Agreement is more fully
described in Section 13 of the Offer to Purchase.
The Offeror and Parent have entered into a separate Tender and Voting
Agreement and Tender Agreement with certain stockholders of the Company who own
as of January 18, 2001 an aggregate of approximately 54.8% of the outstanding
Common Shares (45.9% of the Common Shares on a fully diluted basis (excluding
for this purpose Common Shares issuable upon conversion of the Preferred
Shares)) and 100% of the outstanding Preferred Shares. Such stockholders have,
subject to the provisions thereof, agreed, among other things, to validly tender
(and not withdraw) all such Shares pursuant to the Offer.
The Board of Directors of the Company has (i) determined that each of the
Merger Agreement, the Offer and the Merger are fair to and in the best interests
of the Company's stockholders, (ii) approved the Merger Agreement and the
transactions contemplated thereby,
2
including the Offer and the Merger and (iii) recommended acceptance of the Offer
by the Company's stockholders and (if required by applicable law) approval of
the Merger Agreement.
For purposes of the Offer, the Offeror will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Offeror gives written notice to EquiServe Trust
Company, N.A. (the "Depositary") of its acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payments
from the Offeror and transmitting such payments to tendering stockholders whose
Shares have been accepted for payment. Under no circumstances will interest be
paid by the Offeror, regardless of any extension of the Offer or any delay in
making such payment. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (1) certificates evidencing such Shares, or in the case of Common
Shares, timely confirmation of a book-entry transfer of such Common Shares into
the Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (2) the related Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer of Common Shares,
an Agent's Message (as defined in the Offer to Purchase) and (3) any other
documents required by the Letter of Transmittal.
The purpose of the Offer is to acquire for cash as many outstanding Shares
as possible as a first step in acquiring the entire common and preferred equity
interest in the Company. The Offer is subject to certain conditions set forth in
the Offer to Purchase. If any such condition is not satisfied, the Offeror may,
except as provided in the Merger Agreement, (i) terminate the Offer and return
all tendered Shares to tendering stockholders, (ii) extend the Offer and,
subject to withdrawal rights as set forth below, retain all such Shares until
the expiration of the Offer as so extended, (iii) waive such condition and
purchase all Shares validly tendered and not withdrawn prior to the expiration
of the Offer, or (iv) delay acceptance for payment or payment for Shares,
subject to applicable laws, until satisfaction or waiver of the conditions to
the Offer.
The term "Expiration Date" means 12:00 midnight, New York City time, on
February 22, 2001, unless and until the Offeror, in its sole discretion (but
subject to the terms of the Merger Agreement), shall have extended the period of
time during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date on which the Offer, as so extended by the
Offeror, shall expire. Subject to the applicable rules and regulations of the
Securities and Exchange Commission, applicable law and the terms of the Merger
Agreement, the Offeror expressly reserves the right, in its sole discretion, at
any time, from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
Any such extension will be followed as promptly as possible by a public
announcement thereof not later than 9:00 a.m., New York City time, on the next
business day after the day on which the Offer is scheduled to expire. During any
such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering stockholder to
withdraw its Shares.
Pursuant to the Merger Agreement, the Offeror shall extend the Offer from
time to time until May 31, 2001 if at the then scheduled Expiration Date all of
the conditions to the Offer have not been satisfied or waived as permitted by
the Merger Agreement; provided, however, that the Offeror is required to so
extend the Offer unless, in Parent's reasonable judgment, (i) each such
condition is reasonably capable of being satisfied; (ii) the Company is in
material compliance with all of its covenants in the Merger Agreement; and (iii)
the failure of such condition to be satisfied shall not result from a breach by
the Company of any of its covenants and agreements contained in the Merger
Agreement. Any extension of the Offer shall not, without the written consent of
the Company, exceed the number of days that the Offeror reasonably believes will
be necessary so that the conditions will be satisfied.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by the Offeror
pursuant to the Offer, may also be withdrawn at any time after March 24, 2001.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
class and number of Shares to be withdrawn and the name of the registered holder
of the Shares, if different from that of the person who tendered such Shares. If
stock certificates representing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such stock certificates, the serial numbers shown on such stock certificates
must be submitted to the Depositary and the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (as defined in the
Offer to Purchase), unless such Shares have been tendered for the account of an
Eligible Institution. Common Shares tendered pursuant to the procedure for
book-entry transfer, as set forth in Section 3 of the Offer to Purchase, may be
withdrawn only by means of the withdrawal procedures made available by the
Book-Entry Transfer Facility, must specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares
and must otherwise comply with the Book-Entry Transfer Facility's procedures.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Offeror, in its sole discretion,
whose determination will be final and binding on all parties. Neither the
Offeror, any of its affiliates or assigns, the Depositary, Georgeson Shareholder
Communications Inc., which is acting as the Information Agent for the Offer, or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Any Shares properly withdrawn will thereafter be deemed
not to have been validly tendered for purposes of the Offer. However, properly
withdrawn Shares may be retendered at any time prior to the Expiration Date by
following one of the procedures described in Section 3 of the Offer to Purchase.
Subject to the terms of the Merger Agreement, pursuant to Rule 14d-11 under
the Exchange Act, the Offeror may, subject to certain conditions, provide a
subsequent offering period from three to 20 business days in length following
the Expiration Date. A subsequent offering period would be an additional period
of time, following the expiration of the Offer and the purchase of Shares in the
Offer, during which stockholders may tender Shares not tendered in the Offer.
The Offeror does not presently intend to elect to provide a subsequent offering
period, although it reserves the right to do so. Under the Exchange Act, no
withdrawal rights apply to Shares tendered during a subsequent offering period
and no withdrawal rights apply during the subsequent offering period with
respect to Shares tendered in the Offer and accepted for payment. See Section 1
of the Offer to Purchase.
The receipt by a stockholder of the Company of cash for Shares pursuant to
the Offer and the Merger will be a taxable transaction for United States federal
income tax purposes. All stockholders are urged to consult their own tax
advisors as to the particular tax consequences to them of the Offer and the
Merger.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided the Offeror with the Company's stockholder list
and security position listing for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal and,
if required, other relevant materials will be mailed to recordholders of Shares
whose names appear on the stockholder list and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the stockholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTERS OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information Agent
at the address and telephone numbers set forth below. Requests for copies of the
Offer to Purchase and the related Letters of Transmittal and all other tender
offer materials may be directed to the Information Agent, and copies will be
furnished promptly at the Offeror's expense. The Offeror will not pay any fees
or commissions to any broker or dealer or any other person (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
January 24, 2001