EXHIBIT (a)(1)(N)
This document is important and requires your immediate attention. If you are
in any doubt as to how to deal with it, you should consult your investment
advisor, stockbroker, lawyer or other professional advisor.
CONOCO CANADA RESOURCES LIMITED
a wholly-owned subsidiary of
CONOCO INC.
NOTICE OF SUBSEQUENT OFFERING PERIOD
of the
OFFER TO PURCHASE
All of the Common Shares
of
GULF INDONESIA RESOURCES LIMITED
for
U.S.$13.25 CASH FOR EACH COMMON SHARE
This is a notice (this "Notice") of a subsequent offering period to the offer
made on June 12, 2002 by Conoco Canada Resources Limited ("Conoco Canada"), a
wholly-owned subsidiary of Conoco Inc. ("Conoco"), to purchase all of the
outstanding common shares, par value U.S.$0.01 per share (the "Shares"), of
Gulf Indonesia Resources Limited ("Gulf Indonesia") for U.S.$13.25 per Share,
net to the seller in cash, without interest thereon (the "Offer Price"), on
the terms and subject to the conditions set forth in the Offer to Purchase
dated June 12, 2002, as amended (the "Offer to Purchase"), and the related
Letter of Transmittal (the "Letter of Transmittal") (which, together with any
amendments or supplements thereto, constitute the "Offer"). Capitalized terms
used but not defined in this Notice have the respective meanings set forth in
the Offer.
- -----------------------------------------------------------------------------
THE INITIAL OFFERING PERIOD HAS EXPIRED AND ALL SHARES VALIDLY TENDERED IN THE
OFFER AND NOT PROPERLY WITHDRAWN AT 6:00 P.M. NEW YORK TIME ON JULY 19, 2002
HAVE BEEN ACCEPTED BY CONOCO CANADA FOR PAYMENT. THE SUBSEQUENT OFFERING
PERIOD BEGINS AS OF 6:00 P.M. NEW YORK TIME ON JULY 19, 2002 AND EXPIRES AT
6:00 P.M. NEW YORK TIME ON JULY 30, 2002, UNLESS EXTENDED.
- -----------------------------------------------------------------------------
Shareholders who wish to accept the Offer may do so by properly completing and
executing the Letter of Transmittal that accompanied the Offer to Purchase and
depositing the same, together with certificates representing their Shares, in
accordance with the instructions in the Letter of Transmittal and the Offer to
Purchase. Shareholders may also accept the Offer by following the procedures
for book-entry transfer set forth under "THE OFFER - Acceptance for Payment
and Payment for Shares" and "THE OFFER - Procedure for Tendering Shares" in
the Offer to Purchase. Alternatively, shareholders may follow the procedures
for guaranteed delivery set forth under "THE OFFER - Procedure for Tendering
Shares" in the Offer to Purchase. Shareholders whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
should contact such registered holder for assistance if they wish to accept
the Offer.
Questions and requests for assistance may be directed to the Dealer
Managers or the Information Agent and additional copies of this Notice, the
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained without charge on request from the Depositary or
the Information Agent at their respective offices shown on the back cover
of this Notice.
Neither the Securities and Exchange Commission nor any U.S. state or Canadian
provincial securities commission has approved or disapproved of the Offer or any
transaction described in this Notice or in the Offer to Purchase or passed upon
the fairness or merits of the Offer or the transactions described in this
Notice or in the Offer to Purchase or upon the accuracy or adequacy of the
information contained in this Notice or the Offer to Purchase. Any
representation to the contrary is a criminal offense in the United States.
- 2 -
The Dealer Managers for the Offer are:
Logo of J.P. Morgan Securities Inc. Logo of Merrill Lynch & Co.
July 19, 2002
Copies of this Notice, the Offer to Purchase and the Letter of
Transmittal or other materials related to the Offer must not be mailed to or
otherwise distributed or sent in, into or from any country where such
distribution or offering would require any additional measures to be taken or
would be in conflict with any law or regulation of such country or any
political subdivision thereof. This Notice, the Offer to Purchase and the
Letter of Transmittal may not be used for, or in connection with, any offer
to, or solicitation by, anyone in any jurisdiction or under any circumstances
in which such offer or solicitation is not authorized or is unlawful. However,
Conoco Canada or Conoco Canada's agents may, in Conoco Canada's or such
agents' sole discretion, take such actions as may be deemed necessary to
lawfully extend the Offer to holders of shares in such jurisdiction.
NOTICE OF SUBSEQUENT OFFERING PERIOD
TO: THE HOLDERS OF COMMON SHARES OF GULF INDONESIA RESOURCES LIMITED
By this Notice, Conoco Canada is providing for a subsequent
offering period during which the Offer is open for acceptance and
shareholders of Gulf Indonesia who did not accept the Offer during the
initial offering period may tender their Shares into the Offer.
Except as otherwise set forth in this Notice, the information,
terms and conditions in the Offer to Purchase and the Letter of Transmittal
continue to be applicable in all respects and this Notice should be read in
conjunction therewith.
1. SUBSEQUENT OFFERING PERIOD
Conoco Canada has announced it is providing for a subsequent
offering period during which the Offer is open for acceptance from 6:00
p.m. New York time on July 19, 2002 until 6:00 p.m. New York time on July
30, 2002. The term "Subsequent Offering Period Expiration Date" shall mean
6:00 p.m. New York time on July 30, 2002, unless extended.
Shareholders tendering Shares during the subsequent offering
period will receive the same per Share U.S.$13.25 Offer Price paid in the
initial offering period.
2. REASONS FOR SUBSEQUENT OFFERING PERIOD
On July 19, 2002, Conoco Canada accepted for payment all Shares
validly tendered during the initial offering period. The initial offering
period expired at 6:00 p.m. New York time on July 19, 2002. During the
initial offering period, 17,959,400 Shares were tendered in the Offer,
representing approximately 73.5% of the Shares not owned by Conoco Canada.
These Shares are sufficient for Conoco Canada to satisfy the Minimum Tender
Condition for the Offer. As Conoco Canada has attained the Minimum Tender
Condition, it is obligated pursuant to the Support Agreement to use its
best efforts to execute either a Compulsory Acquisition or a Statutory
Transaction.
As the Minimum Tender Condition has been satisfied, Conoco
Canada's ability to execute a Second-Step Acquisition is assured. Conoco
Canada is providing a subsequent offering period in order to permit holders
of Shares who have not yet tendered their Shares to participate in the
Offer and receive payment for their Shares in an expedited manner. In the
event that Conoco Canada is unable to acquire in the Offer (including the
subsequent offering period) not less than 90% of the Shares not already
owned by Conoco Canada, its affiliates or its associates, Conoco Canada
intends to acquire the remaining Shares through a Statutory Transaction,
which Conoco Canada expects would occur 60 to 90 days following the
Subsequent Offering Period Expiration Date. In the event that Conoco Canada
is able to acquire in the Offer (including the subsequent offering period)
not less than 90% of the Shares not already owned by Conoco Canada, its
affiliates or its associates, Conoco Canada intends to acquire the
remaining Shares using the compulsory acquisition provisions of Section 133
of the BUSINESS CORPORATIONS ACT (New Brunswick), which Conoco Canada
expects would occur shortly following the Subsequent Offering Period
Expiration Date. In either case, a holder of Shares who does not tender its
Shares pursuant to the Offer will receive U.S.$13.25 per Share in cash,
without interest thereon, unless such holder validly exercises appraisal
and dissent rights, in which case the consideration to such holder will be
determined in the manner described under "THE SECOND-STEP ACQUISITION" in
the Offer to Purchase and which may be greater or less than U.S.$13.25 per
Share.
3. PROCEDURE FOR TENDERING SHARES IN THE SUBSEQUENT OFFERING PERIOD;
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES
Shares which have not already been tendered in the Offer may be
tendered to the Depositary at one of the addresses listed on the back cover
of this Notice at or prior to the Subsequent Offering Period Expiration
Date,
- 2 -
pursuant the procedures set forth under "THE OFFER - Procedure for
Tendering Shares" in the Offer to Purchase and in the Letter of
Transmittal.
Conoco Canada will immediately accept for payment and promptly
pay for all Shares tendered during the subsequent offering period.
4. WITHDRAWAL OF SHARES TENDERED IN THE OFFER
Conoco Canada has taken up, accepted for payment and instructed the
Depositary to pay for all Shares validly tendered and not properly withdrawn
prior to 6:00 p.m. New York time on July 19, 2002 and, accordingly, Shares so
tendered cannot be withdrawn.
Withdrawal rights are available to shareholders who tender their
Shares during the subsequent offering period. For a withdrawal to be
effective, a written notice of withdrawal must be received by the
Depositary at one of its addresses set forth on the back cover of this
Notice not later than the Subsequent Offering Period Expiration Date. Any
such notice of withdrawal must specify the name of the person having
tendered the Shares to be withdrawn, the number or amount of Shares to be
withdrawn and the names in which the certificate(s) evidencing the Shares
to be withdrawn are registered, if different from that of the person who
tendered such Shares. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution, unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedure for book-entry tender as set forth under
"THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the
serial numbers of the particular certificates evidencing the Shares to be
withdrawn must also be furnished to the Depositary as aforesaid prior to
the physical release of such certificates. IN ORDER TO BE EFFECTIVE, A
NOTICE OF WITHDRAWAL MUST BE ACCOMPANIED BY A CERTIFIED CHECK IN THE NAME
OF CONOCO CANADA IN AN AMOUNT EQUAL TO THE AGGREGATE OFFER PRICE IN RESPECT
OF THE SHARES WITHDRAWN.
Canadian provincial securities law provides additional rights of
withdrawal in certain circumstances when a Notice of Change or a Notice of
Variation is delivered. In the event any such notice is delivered, any
accompanying rights of withdrawal will be discussed in such notice.
All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Conoco Canada,
in its sole discretion, which determination shall be final and binding.
None of Conoco, Conoco Canada, the Depositary, the Information Agent, the
Dealer Managers 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.
Withdrawals of tendered Shares may not be rescinded, and any
Shares properly withdrawn will be deemed not to have been validly tendered
for purposes of the Offer. However, withdrawn Shares may be retendered by
following one of the procedures described under "THE OFFER - Procedure for
Tendering Shares" in the Offer to Purchase at any time prior to the
Subsequent Offering Period Expiration Date.
If Conoco Canada extends the subsequent offering period, is
delayed in its acceptance for payment of Shares, or is unable to accept for
payment Shares pursuant to the Offer, for any reason, then, without
prejudice to Conoco Canada's rights under the Offer, the Depositary may,
nevertheless, on Conoco Canada's behalf, retain tendered Shares, and such
Shares may not be withdrawn except to the extent that tendering
shareholders are entitled to withdrawal rights as set forth in this
Section. Any such delay will be accompanied by an extension of the Offer to
the extent required by law.
- 3 -
5. STATUTORY RIGHTS
Securities legislation in certain of the provinces and
territories of Canada provides shareholders of Gulf Indonesia with, in
addition to any other rights they may have at law, rights of rescission or
to damages or both, if there is a misrepresentation in the Offer to
Purchase or notice that is required to be delivered to such shareholders,
such as this Notice. However, such rights must be exercised within
prescribed time limits. Shareholders should refer to the applicable
provisions of the securities legislation of their province or territory for
particulars of those rights or consult with a lawyer.
APPROVAL AND CERTIFICATE
Dated: July 19, 2002
The contents of this Notice have been approved, and the sending
thereof to the holders of common shares of Gulf Indonesia Resources Limited
has been authorized, by the board of directors of Conoco Canada Resources
Limited. This Notice contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in the light of the
circumstances in which it was made. In addition, this Notice does not
contain any misrepresentation likely to affect the value or the market
price of the securities subject to the bid.
CONOCO CANADA RESOURCES LIMITED
/s/ Henry W. Sykes /s/ Murray E. Hesje
- -------------------------------------- -------------------------------------
Henry W. Sykes Murray E. Hesje
President (as Chief Executive Officer) Senior Vice-President Finance
(as Chief Financial Officer)
On behalf of the Board of Directors
/s/ Robert E. McKee /s/ H. Earl Joudrie
- -------------------------------------- -------------------------------------
Robert E. McKee H. Earl Joudrie
Director Director
- 4 -
The Depositary for the Offer is:
THE BANK OF NEW YORK
REORGANIZATION SERVICES
BY MAIL: BY FACSIMILE: BY HAND
P.O. Box 11248 (973) 247-4077 OR OVERNIGHT DELIVERY:
Church Street Station For confirmation telephone: One Wall Street
New York, NY 10286-1248 (973) 247-4075 Third Floor
New York, NY 10286
The Information Agent for the Offer is:
[logo of Innisfree M&A Incorporated]
501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
The Dealer Managers for the Offer are:
[logo of J.P. Morgan Securities Inc.] [logo of Merrill Lynch & Co.]
277 Park Avenue, 9th Floor Bow Valley Square IV
New York, New York 10172 Suite 1650, 250-6th Avenue S.W.
Toll Free: (866) 262-0777 Canada T2P 3H7
Telephone: (212) 622-2624 Telephone: (403) 231-7318