Barrett board urges stockholders to reject Shell bid

Barrett Resources Corp.'s board urged its shareholders to reject Shell Oil Co.'s $55/share cash tender offer as inadequate and not in the best interests of the Denver-based independent natural gas company's shareholders. Shell responded by saying it was disappointed and will review its future options.

Mar 23rd, 2001


By the OGJ Online Staff


LONDON, Mar. 23�Barrett Resources Corp.'s board has urged its shareholders to reject Shell Oil Co.'s $55/share cash tender offer as inadequate and not in the best interests of the Denver-based independent natural gas company's shareholders.

Peter Dea, Barrett CEO, said Thursday, "Our board�s position remains clear and unanimous�we are taking all necessary steps to maximize shareholder value. The Shell offer is an inadequate attempt to buy Barrett at a price advantageous to Shell and not Barrett�s shareholders."

Barrett also said it will proceed with earlier announced plans to pursue strategic alternatives, including opening its books to other potential bidders.

Shell, Houston, issued a statement late Thursday saying it was disappointed with Barrett Resources' recommendation to its shareholders.

"Shell will review its future options in light of Barrett's decision and anticipated filing with the Securities and Exchange Commission. Shell continues to believe that its $55/share price offer represents full and fair value," Shell said.

Shell has filed a preliminary consent statement and other solicitation materials with the SEC regarding Shell's solicitation of Barrett Resources' shareholders.

Following Barrett's initial rejection of the Shell's bid earlier this month, Shell said it would proceed with its takeover attempt by going directly to Barrett Resources' shareholders rather than getting involved in a competitive bidding process.

"Barrett offered essentially no new factual information about its business that had not already been fully factored into Barrett's share price prior to Shell's 24% premium proposal," Shell said.

Meanwhile, Barrett Resources said its board believed Shell's $2.2 billion bid, made Mar. 1, did not fairly appraise the "positive outlook" for worldwide gas market, the company's current property holdings, or the potential for its acreage position in Colorado's Piceance and Powder River basins.

Barrett Resources' financial advisors, Goldman, Sachs & Co. and Petrie Parkman & Co., backed the board's decision, Dea said.

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