HOUSTON, Jan. 18 /PRNewswire/ -- Ocean Energy, Inc. (NYSE: OEI) and
Texoil, Inc. (Nasdaq: TXLI) today announced the signing of a definitive
agreement for Ocean Energy to acquire all the outstanding shares of common
stock of Texoil at a price of $8.25 per share and all outstanding shares of
Series A convertible preferred stock of Texoil at a price of $18.04 per share.
The all-cash transaction is structured as a first step tender offer followed
by a cash merger to acquire all remaining shares of Texoil common stock and
Series A convertible preferred stock for approximately $130 million including
assumed bank debt of approximately $15 million plus certain other liabilities.
The acquisition is expected to be accretive to Ocean's earnings and cash flow.
The tender offer is subject to a number of conditions, including the valid
tender of at least a majority of the outstanding common stock and a majority
of the outstanding preferred stock. In conjunction with the tender offer,
several principal stockholders of Texoil, who collectively own greater than a
majority of Texoil's common stock and preferred stock, have agreed to tender
their shares and vote such shares in favor of the merger agreement.
Ocean estimates total proved reserves of approximately 150 billion cubic
feet of natural gas equivalent, of which some 57 percent are gas reserves.
During 2000, Texoil's average production rate was approximately 34 million
cubic feet of gas equivalent per day.
"This acquisition will expand our core operating area in South Texas and
complement our strong position in Louisiana," said John D. Schiller, Ocean
Energy Executive Vice President -- Operations. "It also will enhance our
ability to grow production through exploitation and exploration, one of our
primary corporate goals in 2001. Ocean will succeed Texoil as operator of
approximately 80 percent of the properties."
"This transaction provides our shareholders with a premium value for their
holdings," said Frank A. Lodzinski, Chairman, President and Chief Executive
Officer for Texoil, Inc. "Since our inception we have focused on increasing
share value and liquidity for our shareholders, by assembling an attractive
producing asset base with exploration and exploitation potential. This action
fulfills that commitment by providing our shareholders an immediate cash
return on their investment."
Texoil, Inc. is an independent oil and gas company engaged in the
acquisition of oil and gas reserves through a program, which includes
purchases of reserves, reengineering, development and exploration activities
in Texas and Louisiana.
Ocean Energy, Inc. is an independent energy company engaged in the
exploration, development, production and acquisition of crude oil and natural
gas. North American operations are focused in the shelf and deepwater areas
of the Gulf of Mexico, the Permian Basin, Mid-continent and Rocky Mountain
regions. Internationally, Ocean Energy holds a leading position among U.S.
independents in West Africa with oil and gas activities in Cote d'Ivoire,
Equatorial Guinea and Angola. The company also conducts operations in the
republics of Egypt, Tatarstan, Pakistan, and Indonesia.
Texoil stockholders are advised to read the tender offer statement
regarding the acquisition of Texoil, described in this press release, which
will be filed by Ocean Energy with the Securities and Exchange Commission and
the related solicitation/recommendation statement, which will be filed by
Texoil with the Commission. The tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the
offer. These documents will be made available at no charge to all
stockholders of Texoil, Inc. Stockholders may contact the information agent
at (800) 223-2064. These documents also will be available at no charge on the
SEC's web site at http://www.sec.gov.
Certain statements in this news release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
and achievement of Ocean Energy or Texoil to be materially different from any
future results, performance or achievement expressed or implied by such
forward-looking statements.
SOURCE Ocean Energy, Inc.
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Related links:
http://www.oceanenergy.com
Company News On-Call:
http://www.prnewswire.com/comp/913463.html or fax,
800-758-5804, ext. 913463
CONTACT:
financial, Bruce Busmire, 713-265-6161, or
media, Janice Aston White, 713-265-6164, both of Ocean Energy,
Inc.; or Frank Lodzinski of Texoil, Inc., 281-537-9920
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