1
EXHIBIT 2.2
AMENDMENT NO. 1
TO
ACQUISITION AGREEMENT
This Amendment No. 1 to Acquisition Agreement (this "Amendment") is
made as of the 17th day of July, 2001, by and among Amerada Xxxx Corporation,
a corporation organized under the laws of Delaware ("Parent"), Amerada Xxxx
(Cayman) Limited, a company limited by shares organized under the laws of the
Cayman Islands and a wholly-owned subsidiary of Parent ("Sub"), and Triton
Energy Limited, a company limited by shares organized under the laws of the
Cayman Islands (the "Company"), to amend that certain Acquisition Agreement,
dated as of July 9, 2001 (the "Acquisition Agreement"), by and among Parent, Sub
and the Company. Unless the context indicates otherwise, capitalized terms used
but not defined in this Amendment and defined in the Acquisition Agreement shall
have the meanings ascribed to them in the Acquisition Agreement.
1. Recitals. The second recital of the Acquisition Agreement shall be
amended and restated in its entirety to read as follows:
"WHEREAS, in contemplation of the acquisition of the Company
by Parent, it is proposed that Sub commence a cash tender offer (the
"Offer") to purchase, on the terms and subject to the conditions set
forth in this Agreement, any and all of the existing unconditionally
allotted or issued and fully paid ordinary shares, par value $0.01 per
share of the Company, and any further ordinary shares which are
unconditionally allotted or issued and fully paid (upon conversion of
the Preferred Shares (as defined below) or otherwise) as of the date
and time of the expiration of the Offer, including any Subsequent Offer
Period (including the associated Series A Junior Participating
Preferred Share Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of March 25, 1996, by and between the
Company and Chemical Bank, as Rights Agent, as amended pursuant to
amendments dated August 2, 1996, August 30, 1998 and January 5, 1999
(the "Rights Agreement")) (the "Ordinary Shares"), at a price of U.S.
$45.00 per Ordinary Share net to the seller in cash (the "Ordinary
Share Offer Price");"
2. Definitions. The definition of the term "fully-diluted basis" or "on
a fully-diluted basis" shall be amended and restated in its entirety to read as
follows:
"shall mean, at any time, the number of Ordinary Shares
allotted and issued, together with the Ordinary Shares which the
Company may be required to issue, now or in the future, including,
without limitation, Ordinary Shares issuable pursuant to warrants,
options (including, without limitation, the Options) or other rights or
other obligations outstanding at such time under employee stock or
similar benefit plans or otherwise, whether or not vested or then
exercisable, but excluding the effect of the Rights)."
2
3. Section 6.6. Section 6.6(b) is hereby amended by deleting the word
"Amalgamation" contained therein and replacing it with "transactions
contemplated by the Agreement."
4. Annex A. The second paragraph of Annex A to the Acquisition
Agreement is hereby amended and restated in its entirety to read as follows:
"Notwithstanding any other provision of the Offer or the
Acquisition Agreement, Purchaser shall not be required to accept for
payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to
Purchaser's obligation to pay for or return tendered Ordinary Shares
promptly after termination or withdrawal of the Offer), to pay for any
Ordinary Shares tendered pursuant to the Offer and may terminate or
amend the Offer and may postpone the acceptance of, and payment for,
any Ordinary Shares, if (i) there shall not have been validly tendered
and not properly withdrawn prior to the expiration of the Offer a
number of Ordinary Shares which represent at least ninety percent (90%)
in value of all the Ordinary Shares (the "Minimum Condition") (provided
that, for purposes of determining whether such Minimum Condition is
satisfied, all Ordinary Shares held by the Principal Shareholders that
are tendered and not withdrawn (but continuing to include for this
purpose all Ordinary Shares withdrawn at the instruction of Parent) and
all Ordinary Shares issuable upon conversion of Preferred Shares that
are surrendered for conversion by the Principal Shareholders with
appropriate tender instructions pursuant to the Principal Shareholders
Agreement (but continuing to include for this purpose all Ordinary
Shares issuable upon conversion of Preferred Shares with respect to
which tender and conversion instructions are revoked at the instruction
of Parent) shall be included in such calculation), (ii) any applicable
waiting period (and any extension thereof) under the HSR Act shall not
have expired or been terminated, or (iii) if, at any time on or after
the date of the Acquisition Agreement and at or before the time of
payment for any Ordinary Shares (whether or not any Ordinary Shares
have theretofore been accepted for payment, or paid for, pursuant to
the Offer), any of the following shall exist:"
5. Acquisition Agreement Otherwise Unchanged. Except as set forth in
this Amendment, the Acquisition Agreement shall remain in full force and effect
in accordance with its terms. In the event of any conflict between the
provisions of this Amendment and the Acquisition Agreement, the provisions of
this Amendment shall control.
6. Incorporation by Reference. Sections 9.6, 9.7, 9.9, 9.10, 9.11, 9.12
9.13, 9.15 and 9.16 of the Acquisition Agreement are incorporated herein by
reference.
[The remainder of this page is intentionally left blank.]
3
IN WITNESS WHEREOF, each of Parent, Sub and the Company have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, all as of the date first above written.
AMERADA XXXX CORPORATION
By: /s/ J. Xxxxxxx Xxxxxxx XX
-----------------------------------
Name: J. Xxxxxxx Xxxxxxx XX
Title: Executive Vice President
and General Counsel
AMERADA XXXX (CAYMAN) LIMITED
By: /s/ J. Xxxxxxx Xxxxxxx XX
-----------------------------------
Name: J. Xxxxxxx Xxxxxxx XX
Title: Director
TRITON ENERGY LIMITED
By: /s/ X. X. Xxxxxx, III
-----------------------------------
Name: X. X. Xxxxxx, III
Title: Senior Vice President
