Conoco Canada To Aquire Gulf Indonesia

Conoco Canada Resources Limited and Gulf Indonesia Resources Limited announced that a special committee of the board of directors of Gulf Indonesia will recommend, subject to the execution of definitive documentation, that the full board of directors of Gulf Indonesia approve a proposal by Conoco Canada to acquire all common shares of Gulf Indonesia not owned by Conoco Canada or its affiliates at a price of US $13.25 per common share in cash or US $329 million in aggregate.

The transaction would be consummated through an all-cash tender offer to be governed by U.S. and Canadian securities laws.

Conoco Canada currently owns approximately 72 percent of the outstanding common shares of Gulf Indonesia. Conoco Canada's acquisition of the minority shares of Gulf Indonesia will allow Conoco to optimize its operations in Southeast Asia.

Conoco Canada's proposal represents a 23 percent premium to the closing price of Gulf Indonesia common shares on May 24, 2002, and a 21 percent premium over Gulf Indonesia's average closing price for the 30 days prior to the proposal.

The proposal also represents a 74 percent premium over Gulf Indonesia's closing price on May 25, 2001, one day prior to the date Conoco publicly announced its acquisition of Gulf Indonesia's parent, Conoco Canada, formerly Gulf Canada Resources Limited, which at that point held approximately 72 percent of the outstanding common shares of Gulf Indonesia.

Conoco Canada's proposal is subject to, among other things, approval by the board of directors of Gulf Indonesia and the execution of definitive documentation. The tender offer will be subject to customary terms and conditions, including the tender of a majority of the minority of Gulf Indonesia shares.

The recommendation of the special committee will be considered at a meeting of the board of directors of Gulf Indonesia to be held shortly. The board of directors of Gulf Indonesia is comprised of 11 directors, 7 of whom are affiliated with Conoco or Conoco Canada.

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