EXHIBIT (a)(1)(I)
[GULF INDONESIA LETTERHEAD]
June 12, 2002
Dear Shareholder:
I am pleased to inform you that on June 7, 2002, Gulf Indonesia Resources
Limited, Conoco Inc. and Conoco Canada Resources Limited, a wholly owned
subsidiary of Conoco and the holder of approximately 70.7% of Gulf Indonesia's
outstanding common shares (calculated on a fully diluted basis), entered into a
Support Agreement providing for the tender offer by Conoco Canada for all of the
outstanding common shares of Gulf Indonesia not owned by Conoco Canada at a
price of U.S.$13.25 per share, net to the seller in cash, without interest
thereon (the "Offer").
Conoco Canada has now commenced the Offer. Following the consummation of
the Offer, Conoco Canada has agreed to use its best efforts to consummate a
second-step transaction to acquire all remaining shares of Gulf Indonesia not
tendered in the Offer at a price of U.S.$13.25 per share in cash if the
conditions to such second-step transaction have been satisfied or waived. The
second-step transaction would be effected under the laws of New Brunswick,
Canada pursuant to a compulsory acquisition or a statutory transaction such as
an amalgamation, arrangement or share consolidation.
The Board of Directors of Gulf Indonesia and a committee of independent
directors of Gulf Indonesia have (1) approved the Offer and the Support
Agreement and (2) determined that the Offer is fair to the shareholders of Gulf
Indonesia (other than Conoco Canada) and in the best interests of Gulf Indonesia
and the shareholders of Gulf Indonesia (other than Conoco Canada). THE BOARD OF
DIRECTORS OF GULF INDONESIA AND THE INDEPENDENT COMMITTEE RECOMMEND THAT
SHAREHOLDERS OF GULF INDONESIA ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE
OFFER.
In arriving at their recommendations, the Board of Directors of Gulf
Indonesia and the independent committee gave careful consideration to the
factors described in the enclosed tender offer materials and Gulf Indonesia's
Solicitation/Recommendation Statement on Schedule 14D-9. Included as Annex A to
the Schedule 14D-9 is the written Valuation and Fairness Opinion of RBC Dominion
Securities Inc. that, as of June 6, 2002, (1) the fair market value for the
shares of Gulf Indonesia was in the range of U.S.$11.50 to U.S.$14.00 per share
and (2) the U.S.$13.25 per share in cash to be received by shareholders of Gulf
Indonesia (other than Conoco Canada) in the Offer was fair, from a financial
point of view, to such shareholders.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and Gulf Indonesia's Schedule 14D-9, which are
being filed today with the U.S. Securities and Exchange Commission and
applicable Canadian securities commissions. These documents should be read
carefully.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board
