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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell LASMO Securities. The Offer is made in the United States by Amerada Hess
Corporation solely by the Offer Document dated December ____, 2000 and related
Letter of Transmittal and Form of Acceptance and is not being made to, nor will
acceptances be accepted from or on behalf of, holders of LASMO Securities in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In those United States
jurisdictions whose securities laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of the Offeror
by one or more registered brokers or dealers licensed under the laws of those
jurisdictions. The Offer Document, the Letter of Transmittal, the Form of
Acceptance and related materials should not be forwarded or transmitted in or
into Canada, Australia or Japan.
NOTICE OF RECOMMENDED CASH AND SHARE OFFER
by
AMERADA HESS CORPORATION
and by
GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
for
all of the issued and to be issued share capital of
LASMO PLC
On the following basis:
<TABLE>
<S> <C>
FOR EVERY 78.7 LASMO SHARES HELD (POUND)98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD (POUND)294.87 IN CASH AND 3 NEW AMERADA HESS SHARES
(EACH ADS REPRESENTING 3 LASMO
SHARES)
</TABLE>
Amerada Hess Corporation (the "Offeror"), is offering to purchase, on the terms
and subject to the conditions set forth in the Offer Document dated December
____, 2000 (the "Offer Document"), the related Letter of Transmittal and Form of
Acceptance (which, as amended or supplemented from time to time, together
constitute the "Offer"), (i) all issued and to be issued ordinary shares of 25
pence each (the "LASMO Shares") of LASMO plc ("LASMO") for (pound)98.29 in cash
and 1 new share of the Offeror for every 78.7 LASMO shares and (ii) all American
Depositary Shares of LASMO, each representing three LASMO Shares ("ADSs") and
evidenced by American Depositary Receipts ("ADRs"), for (pound)294.87 in cash
and 3 new shares of the Offeror for every 78.7 ADSs. LASMO Shares and ADSs are
referred to collectively as "LASMO Securities".
Holders of LASMO Securities who validly accept the Offer may elect to vary the
proportions in which they receive shares of the Offeror and cash (the "Mix and
Match Election"). The Mix and
<PAGE> 2
Match Election will remain open until 3:00 p.m. (London time), 10:00 a.m. (New
York time) on January __, 2001. The maximum number of new Offeror shares to be
issued under the Offer and the maximum amount of cash to be paid under the Offer
will not be varied as a result of the Mix and Match Election. Accordingly, the
ability of holders of LASMO Securities to make a Mix and Match Election will
depend on the extent to which other holders of LASMO Securities make opposite
elections. Other relevant terms of the Mix and Match Election are set out in
paragraph 5 of Part B of Appendix I of the Offer Document.
THE OFFER WILL EXPIRE AT 3:00 P.M. (LONDON TIME), 10:00 A.M. (NEW YORK CITY
TIME), ON [WEEKDAY], JANUARY ___, 2001, UNLESS THE OFFER IS EXTENDED (THE
"INITIAL OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN
SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR
A SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER
PERIOD"). HOLDERS OF LASMO SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD (OTHER THAN IN
LIMITED CIRCUMSTANCES).
The Directors of LASMO who have been so advised by Schroder Salomon Smith Barney
("Schroder"), consider the terms of the Offer to be fair and reasonable. In
providing advice to the Directors of LASMO, Schroder has taken into account the
commercial assessments of such Directors. Accordingly, the Directors of LASMO
unanimously recommend all holders of LASMO Securities to accept the Offer.
The Offer is conditional upon, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by the expiration of the Offer in
respect of not less than 90% in nominal value of LASMO Shares (including LASMO
Shares represented by ADSs) to which the Offer relates (or such lower percentage
as the Offeror may decide), provided that such condition (the "Acceptance
Condition") will not be satisfied unless the Offeror and/or its wholly owned
subsidiaries shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise), LASMO Securities carrying in the aggregate more than 50% of
the voting rights then exercisable at general meetings of LASMO. The Offeror
reserves the right to reduce the percentage of LASMO Securities required to
satisfy the Acceptance Condition at any time prior to all of the conditions
being satisfied, fulfilled or, where permitted, waived. At least five business
days prior to any such reduction, the Offeror will announce that it has reserved
the right to reduce the Acceptance Condition. Such announcement will state the
exact percentage to which the Acceptance Condition may be reduced, will state
that such reduction is possible but that the Offeror need not declare its actual
intentions until it is required to do so under the City Code on Takeovers and
Mergers of the UK (the "City Code") and will contain language advising LASMO
Securityholders to withdraw their LASMO Securities if their willingness to
accept the Offer would be affected by a reduction of the Acceptance Condition.
The Offeror will not make such an announcement unless the Offeror determines
there is a significant possibility that sufficient number of acceptances will be
received to permit the Acceptance Condition to be satisfied at
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<PAGE> 3
such reduced level. Upon any announcement being made that the percentage of
LASMO Shares (including LASMO Shares represented by ADSs) required to satisfy
the Acceptance Condition may be reduced, the Offer shall not be capable of
becoming or being declared unconditional in all respects until the expiry of at
least five business days thereafter. LASMO Securityholders will be able to
accept the Offer for at least five business days after a reduction of the
Acceptance Condition either during the Initial Offer Period or the Subsequent
Offer Period. Other conditions of the Offer are set out in Part A of Appendix I
of the Offer Document.
The Offeror reserves the right (but will not be obliged, other than as may be
required by the City Code or the Exchange Act (as defined below) and the rules
and regulations thereunder) at any time or from time to time to extend the Offer
and, in such event, will make a public announcement of such extension in the
manner described below. Except with the consent of the Panel or Takeovers and
Mergers of the UK (the "Panel"), the Offer shall not be capable of becoming
unconditional as to acceptances (nor, therefore, unconditional in all respects)
and, accordingly, the Initial Offer Period is not (except with the consent of
the Panel) capable of being extended, after midnight (London time), 7:00 pm (New
York City time), on [DAY 60]. Any decision to extend the Offer will be announced
by 8:00 am (London time) in the United Kingdom and 8:00 am (New York City time)
in the United States on the relevant day (or such later time and/or date as the
Panel may agree).
If all of the conditions to the Offer are satisfied, fulfilled or, where
permitted, waived at the expiration of the Initial Offer Period, the
consideration for LASMO Securities purchased pursuant to the Offer will be paid,
with respect to LASMO Securities tendered during the Initial Offer Period,
within 14 calendar days after the expiration of the Initial Offer Period and,
with respect to LASMO Securities tendered during the Subsequent Offer Period,
within 14 calendar days of the tendering date. In all cases, payment of LASMO
Securities purchased pursuant to the Offer will be made only after timely
receipt by either the Bank of New York in its capacity as depositary for the
Offer in the United States (the "US Depositary") or Computershare Services PLC
in its capacity as the UK receiving agent (the "UK Receiving Agent"), as the
case may be, of (i) certificates representing the LASMO Shares, ADRs
representing the ADSs, or (only in the case of ADSs) timely confirmation of a
book-entry transfer of such ADSs evidenced by ADRs into the US Depositary's
account pursuant to the procedures set forth in the Offer Document, (ii) the
Letter of Transmittal (in the case of acceptances relating to ADSs) or the
relevant Form of Acceptance (in the case of acceptances relating to LASMO
Shares), properly completed and duly executed, with any required signature
guarantees, and (iii) any other documents required by the Letter of Transmittal
or the Form of Acceptance. Instead of receiving cash consideration in pounds
sterling, holders of LASMO Shares who so wish may elect, in accordance with the
terms set forth in the Offer Document, to receive US dollars. Holders of LASMO
ADSs are entitled under the terms of the Offer to receive cash consideration in
pounds sterling. To facilitate the settlement of the Offer, unless they elect to
receive pounds sterling, holders of LASMO ADSs will receive cash consideration
in US dollars.
If all of the conditions to the Offer have been either satisfied, fulfilled or,
to the extent permitted, waived and the Offeror has acquired or contracted to
acquire, pursuant to the Offer or otherwise, at least 90 per cent. in nominal
value of the LASMO Shares (including LASMO Shares represented by LASMO ADSs) to
which the Offer relates, before the end of the four month
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<PAGE> 4
period provided by the United Kingdom Companies Act, the Offeror will be
entitled, and intends, to acquire the remaining LASMO Securities on the same
terms as the Offer pursuant to the compulsory acquisition procedure set out in
sections 428 to 430E of the United Kingdom Companies Act.
If a holder of ADSs wishes to accept the Offer in respect of ADSs and the ADRs
evidencing such ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer in respect of ADSs
may be effected by following the guaranteed delivery procedures set forth in the
Offer Document.
Except as described below and in the Offer Document, acceptances of the Offer
for LASMO Securities are irrevocable. Acceptances of the Offer may be withdrawn
pursuant to the procedures set out below at any time during the Initial Offer
Period, including any extension thereof, but not during the Subsequent Offer
Period, except in certain limited circumstances as described in the Offer
Document. To be effective, a written notice of withdrawal must be timely
received by the party (either the UK Receiving Agent or the US Depositary) to
whom the acceptance was originally sent at one of the addresses set forth in the
Offer Document and must specify the name of the person who has tendered LASMO
Securities, the number of LASMO Securities to be withdrawn and (if share
certificates or ADSs have been tendered) the name of the registered holder of
the LASMO Securities, if different from the name of the person whose acceptance
is to be withdrawn. In respect of ADSs, if ADRs have been delivered or otherwise
identified to the US Depositary then, prior to the physical release of such
ADRs, the serial numbers shown on such ADRs must be submitted, and, unless the
ADSs evidenced by such ADRs have been delivered by an Eligible Institution (as
defined in the Offer Document), the signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution. If ADSs evidenced by ADRs have been
delivered pursuant to the procedures for book-entry transfer set forth in the
Offer Document, any notice of withdrawal must also specify the name and number
of account at the Book-Entry Transfer Facility to be credited with the withdrawn
ADSs and must otherwise comply with such Book-Entry Transfer Facility's
procedures. All questions as to the validity (including time of receipt) of any
notice of withdrawal will be determined by the Offeror, whose determination
(except as required by the Panel) shall be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General
Rules and Regulations under the United States Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is contained in the Offer Document and
incorporated herein by reference. LASMO has provided the Offeror with LASMO
shareholder list and security position listings for the purpose of disseminating
the Offer to holders of LASMO Securities. The Offer Document, the Letter of
Transmittal and/or the Form of Acceptance are being mailed to holders of record
of LASMO Securities and are being furnished to brokers, dealers, commercial
banks, trust companies and similar persons whose names or the names of whose
nominees appear as holders of record for subsequent transmittal to beneficial
owners of LASMO Securities.
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<PAGE> 5
THE OFFER DOCUMENT AND RELATED MATERIALS CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISIONS ARE MADE WITH RESPECT TO THE
OFFER.
Requests for assistance or copies of the Offer Document, the Letter of
Transmittal, the Form of Acceptance and all other related materials may be
directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Offeror's expense. No fees or commissions will be paid
to brokers, dealers or other persons (other than Goldman Sachs International and
the Information Agent) for soliciting tenders of LASMO Securities pursuant to
the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
UNITED KINGDOM UNITED STATES
2 London Wall Buildings 77 Water Street,
2nd Floor 20th Floor
London Wall New York,
London EC2M 5PP New York 10005
Freephone: 0800 169 6962 Toll-Free: 1 (800) 628 8536
Collect: +44 (0)20 7920 9700 Collect: (212) 269-5550
December ____, 2000
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