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TOTALFINA Extends Expiration Date of U.S. Exchange Offer for ELF AQUITAINE Shares |
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| Sep. 09, 99 |
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PARIS, FRANCE-- September 9, 1999 -- TOTALFINA today announced the extension to 11:00 a.m., New York City time, October 1, 1999, of the expiration date of its U.S. offer to exchange four shares of TOTALFINA for three shares of ELF AQUITAINE and four American depositary shares (ADSs) of TOTALFINA for every three ADSs of ELF AQUITAINE. The U.S. exchange offer is being made to all holders of ELF AQUITAINE ADSs and to U.S. persons holding ELF AQUITAINE shares.
The TOTALFINA U.S. exchange offer is being made substantially concurrently with an exchange offer in France. Due to the pending litigation initiated by ELF AQUITAINE regarding the French Conseil des Marchés Financiers (CMF) decision to approve TOTALFINA's French exchange offer, the expiration date for that offer will be set by the CMF in the future. The expiration date of TOTALFINA's French offer is expected to be at least eight business days after the decision of the Paris Court of Appeals on the ELF AQUITAINE litigation concerning the TOTALFINA offer for ELF AQUITAINE shares. TOTALFINA presently intends to extend the expiration date of the U.S. exchange offer so that it expires on the same date as the French exchange offer.
TOTALFINA has reserved the right to terminate its offer if the number of shares tendered pursuant to the offer does not represent, on the expiration date of the offer, at least 66.67% of ELF AQUITAINE's issued share capital, on a fully diluted basis. No decision has been made by TOTALFINA whether to exercise such right. TOTALFINA confirmed that it will announce at least five business days prior to the expiration of the offer whether it will acquire any shares pursuant to its offer even if the minimum number of shares (66.67%) has not been tendered upon the offer's expiration.
As of the close of business on Wednesday, September 8, 1999, the last business day prior to the announcement of this extension of the exchange offer, 13,068,296 ELF AQUITAINE ADSs were tendered pursuant to the terms of the exchange offer. Under the tendering procedures set for ELF AQUITAINE shares, it is not possible for TOTALFINA to determine the number of ELF AQUITAINE shares tendered at any time prior to the expiration of the exchange offers made in France and in the United States.
The dealer manager for the U.S. exchange offer is Credit Suisse First Boston Corporation and the information agent is MacKenzie Partners, Inc.
This news release is neither an offer to exchange nor a solicitation of an offer to exchange shares or American depositary shares of TOTALFINA. The U.S. exchange offer described above is being made pursuant to a prospectus dated July 30, 1999, as supplemented, which prospectus was filed with the Securities and Exchange Commission in a registration statement on Form F-4 and declared effective on July 30, 1999. Copies of the prospectus and a prospectus supplement of August 18, 1999 are available on TOTALFINA's web site |
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