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EXHIBIT (d)(4)
[XXXXXXXXX XXXXXXXXXX]
PetroFina S.A. February 17th, 1998
Public Relations & Communication
CF/mt
PETROFINA-FINA, INC.: DEFINITIVE MERGER AGREEMENT
(Dallas, United States and Brussels, Belgium - February 17, 1998) PetroFina
S.A. (NYSE : FIN) and its U.S. subsidiary, Fina, Inc. (AMEX : FI) are
pleased to announce that today they entered into a definitive agreement and
plan of merger pursuant to which Fina, Inc. will become a wholly owned
subsidiary of PetroFina.
Under the terms of the agreement, current shareholders of Fina, Inc., other
than PetroFina and its subsidiaries will receive in exchange for each Fina,
Inc. share they currently hold, USD 60 and a warrant entitling the holder
to purchase nine-tenths (0.9) of one PetroFina American Depositary Share
("ADS") at an exercise price of USD 42.25 per ADS. Thus, each 10 warrants
will entitle the holder of those warrants, upon payment of USD 380.25, to
receive 9 ADSs. The warrants will be exercisable for a period of 5 years
from the effective date of the merger. PetroFina intends to seek listing of
the warrants on the New York Stock Exchange.
PetroFina and its subsidiaries own approximately 85 % of Class A common
stock par value USD 0.50 per share, and 100 % of the shares of Class B
common stock par value USD 0.50 per share of Fina, Inc. Approximately
4,420,000 shares of the Class A common stock are held by shareholders other
than PetroFina and its subsidiaries.
The agreement was recommended by a special committee of the Board of
Directors of Fina, Inc. and approved by the Fina, Inc. Board of Directors.
Xxxxxxx, Xxxxx & Co. acted as financial adviser to the special committee.
The merger is subject to customary closing conditions. The shareholders
will be receiving proxy materials related to the transaction, and PetroFina
hopes that the merger will be completed in late June or July.
Fina, Inc. and XxxxxXxxx also announced that they have entered into a
Memorandum of Understanding with class counsel regarding the proposed
comprehensive settlement of various class action lawsuits that had been
filed relating to the transaction. The settlement is subject to, among
other things, completion of definitive documentation relating to the
settlement, court approval and consummation of the Merger.
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PetroFina S.A. is the parent company of a world-wide integrated oil and
petrochemical Group, headquartered in Brussels, Belgium. The Group's 1997
consolidated net income (excluding minority interests) has been estimated
as 22.1 billion BEF, or 946 BEF per share, an increase of 39 percent over
1996. Apart from those of its U.S. affiliates, PetroFina's major refineries
and petrochemical plants are situated in Belgium, United Kingdom and Italy.
Its service station network, under the "Fina" brand name, includes 3,700
outlets in Europe. Its chemical sales focus on high-density polyethylene
and polypropylene.
Fina, Inc., through its subsidiaries, engages in crude oil and natural gas
exploration and production, and natural gas marketing; petroleum products
refining, supply and transportation, and marketing; and chemicals
manufacturing and marketing. Fina, Inc.'s net income has been estimated as
USD 126.4 million or USD 4.05 per share in 1997. Organized in 1956, Fina,
Inc. is part of an international Group of companies affiliated with
PetroFina S.A.
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