HOUSTON - (Business Wire) ConocoPhillips (NYSE:COP) today announced that it has been notified of an unsolicited
“mini-tender offer
” by TRC Capital Corporation to purchase up to 1.5 million shares, or approximately 0.09 percent, of ConocoPhillips
’ outstanding common stock. TRC Capital
’s offer price of $73.00 per share is 4.33 percent below ConocoPhillips
’ closing share price of $76.31 on March 26, 2008, the day prior to the date of the offer.
ConocoPhillips recommends that stockholders not tender their shares in response to TRC Capital's unsolicited mini-tender offer. ConocoPhillips is in no way associated with TRC Capital Corporation, its mini-tender offer or the offer documentation.
The TRC Capital offer is at a price below the market price of ConocoPhillips’ stock and its obligation to purchase shares tendered is not required if certain conditions exist, including any decrease in the company’s share price or the unavailability of financing for the purchase on terms satisfactory to TRC Capital. In addition, TRC Capital may amend its offer, including the reduction of its offering price.
ConocoPhillips strongly urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. As the offer is currently structured, stockholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. Eastern on Friday, April 25, 2008.
Mini-tender offers, such as this one, are third-party offers which seek to acquire less than 5 percent of a company's outstanding shares. While ConocoPhillips understands that TRC Capital has made many such mini-tender offers in the past, these offers avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws.
The SEC has issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor tips regarding mini-tender offers may be found at www.sec.gov/investor/pubs/minitend.htm.
ConocoPhillips encourages stockbrokers and dealers, as well as other market participants, to review both the SEC and the New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, which can be found under the "NYSE Regulation -- Rules & Interpretations -- Information Memos" tab at www.nyse.com.
ConocoPhillips is an international, integrated energy company with interests around the world. For more information, go to www.conocophillips.com.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that contain projections about our revenues, income, earnings and other financial items, our plans and objectives for the future, future economic performance, or other projections or estimates about our assumptions relating to these types of statements. These statements usually relate to future events and anticipated revenues, earnings, business strategies, competitive position or other aspects of our operations or operating results. In many cases you can identify forward-looking statements by terminology such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements are based on management's expectations, estimates and projections about ConocoPhillips and the petroleum industry in general on the date this statement was released. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Economic, business, competitive and regulatory factors that may affect ConocoPhillips' business are generally as set forth in ConocoPhillips' filings with the Securities and Exchange Commission (SEC). Unless legally required, ConocoPhillips undertakes no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
ConocoPhillips
Becky Johnson, 281-293-6743 (media)
or
Gary Russell, 212-207-1996 (investors)
