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PetroFina S.A. February 17, 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 the shares 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 Belgian Francs, or 946 Belgian Francs 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 at 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.
