THE HAGUE, The Netherlands, July 14 /CNW/ - Royal Dutch Shell plc
("Shell") (NYSE: RDS.A) (NYSE: RDS.B) announced today a proposal by its wholly
owned subsidiary Shell Canada Limited, to offer (the "Offer") to acquire all
of the outstanding shares of Duvernay Oil Corp. ("Duvernay").
The Offer will be a cash offer of C$83 per share of Duvernay. The Offer
ould value Duvernay's fully diluted share capital at approximately
C$5.9 billion, including debt, and would be a 36% premium over the average
share price over the last 30 days.
The Board of Duvernay has voted unanimously to recommend the Offer to
In connection with the Offer, directors and officers of Duvernay have
entered into lock-up agreements pursuant to which they have agreed to tender
all of their shares in connection with the Offer, subject to certain
exceptions, representing in aggregate some 18.1% of the fully diluted share
capital of Duvernay. In addition, Duvernay has agreed in certain circumstances
to pay a non-completion fee of C$120 million, and the parties have agreed to
customary non-solicitation covenants.
Duvernay is a leading acreage holder in the Western Canadian Sedimentary
Basin. The company has some 1,800 square kilometers (~450,000 acres) of
landholdings there, including positions in the emerging Montney tight gas
trend. Duvernay has reported over 25,000 barrels oil equivalent per day
(boe/d) of production, predominantly in natural gas, with plans to increase
production to around 70,000 boe/d by 2012. Shell has around 80,000 boe/d of
tight gas production in North America, and has been building its acreage
positions for future growth.
Shell's Chief Executive Jeroen van der Veer commented "Shell has a proven
track record in North America tight gas activities. Duvernay could become a
valuable part of the Shell portfolio, where we can add value through
technology and scale. The combination of Duvernay's acreage with Shell's
proven operating experience and financing capabilities make this transaction
attractive to all shareholders."
Full details of the Offer will be included in a take-over bid circular
and related documents, which will be filed shortly with securities regulators
and mailed to Duvernay shareholders.
The Offer is subject to regulatory approvals and other conditions
contained in the formal offer documents, including the tendering of at least
two-thirds of Duvernay's fully diluted share capital.
Notes for Editors
Shell is a leading player in North America tight gas, with producing
positions including in Western Canada, Wyoming (Pinedale), and in South Texas.
With tight gas production of some 80,000 boe/d, Shell has a strong and proven
track record in responsible and low cost activities in this play. Shell is
also well positioned for future growth, with acreage in the emerging
Haynesville play located in Louisiana and Texas.
Duvernay Oil Corp.
Duvernay is an Alberta-based oil and gas company, which was founded in
2001. It is engaged in the exploration and development of natural gas and
crude oil with emphasis on the deeper, western portion of the Western Canadian
Sedimentary Basin in Alberta and Northeastern British Columbia.
Duvernay owns some 450,000 net acres (~1800 square kilometers) in two
large gas project areas, Sunset-Groundbirch in British Columbia and the
Alberta Deep Basin - both characterized by multiple, extensive tight gas
reservoirs with long-producing life. Duvernay owns and controls the natural
gas processing and delivery infrastructure in both large project areas.
Duvernay estimates that its production could grow from ~20 kboe/d in 2007
to some 70 kboe/d in 2012.
The Company's head office is in Calgary, Canada.
This release does not constitute an offer to purchase or a solicitation
of an offer to sell securities. Duvernay shareholders are advised to review
the circular and any other relevant documents to be filed with the Canadian
securities regulatory authorities because they will contain important
information. In addition to mailed copies of the circular, investors will be
able to obtain the documents free of charge through the System for Electronic
Document Analysis and Retrieval (SEDAR) at http://www.sedar.com.
This announcement contains forward-looking statements concerning the
financial condition, results of operations and businesses of Royal Dutch
Shell. All statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's current
expectations and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in these statements.
Forward-looking statements include, among other things, statements concerning
the potential exposure of Royal Dutch Shell to market risks and statements
expressing management's expectations, beliefs, estimates, forecasts,
projections and assumptions. These forward-looking statements are identified
by their use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "objectives", "outlook",
"probably", "project", "will", "seek", "target", "risks", "goals", "should"
and similar terms and phrases. There are a number of factors that could affect
the future operations of Royal Dutch Shell and could cause those results to
differ materially from those expressed in the forward-looking statements
included in this announcement, including (without limitation): (a) price
fluctuations in crude oil and natural gas; (b) changes in demand for the
Group's products; (c) currency fluctuations; (d) drilling and production
results; (e) reserve estimates; (f) loss of market and industry competition;
(g) environmental and physical risks; (h) risks associated with the
identification of suitable potential acquisition properties and targets, and
successful negotiation and completion of such transactions; (i) the risk of
doing business in developing countries and countries subject to international
sanctions; (j) legislative, fiscal and regulatory developments including
potential litigation and regulatory effects arising from recategorisation of
reserves; (k) economic and financial market conditions in various countries
and regions; (l) political risks, including the risks of expropriation and
renegotiation of the terms of contracts with governmental entities, delays or
advancements in the approval of projects and delays in the reimbursement for
shared costs; and (m) changes in trading conditions. All forward-looking
statements contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. Readers should not place undue reliance on forward-looking
statements. Additional factors that may affect future results are contained in
Royal Dutch Shell's 20-F for the year ended December 31, 2007 (available at
http://www.shell.com/investor and http://www.sec.gov ). These factors also
should be considered by the reader. Each forward-looking statement speaks only
as of the date of this announcement, July 14, 2008. Neither Royal Dutch Shell
nor any of its subsidiaries undertake any obligation to publicly update or
revise any forward-looking statement as a result of new information, future
events or other information. In light of these risks, results could differ
materially from those stated, implied or inferred from the forward-looking
statements contained in this announcement.
For further information:
For further information: SHELL MEDIA RELATIONS, London:
+44(0)20-7934-3505, The Hague: +31-70-377-8750, Calgary: (403) 691-4189,
Email: firstname.lastname@example.org; SHELL INVESTOR RELATIONS: Calgary: Ken
Lawrence, (403) 691-2175, The Hague: Tjerk Huysinga,
+31-70-377-3996/+44-207-934-3856, New York: Harold Hatchett, (212) 218-3112