US Exch.Offer for Elf Aq.Shrs
TOTALFINA S.A.
2 August 1999
TOTALFINA COMMENCES U.S. EXCHANGE OFFER
FOR ELF AQUITAINE SHARES
TOTALFINA today announced the commencement of its U.S. offer to exchange four
shares of TOTALFINA for three shares of ELF AQUITAINE and four American
depositary shares (ADSs) of TOTALFINA for every three ADSs of ELF AQUITAINE.
The U.S. exchange offer is being made to all holders of ELF AQUITAINE ADSs and
to U.S. persons holding ELF AQUITAINE shares.
The TOTALFINA U.S. exchange offer is being made substantially concurrently with
an exchange offer in France. The U.S. exchange offer provides the same share
consideration as the French exchange offer. The French exchange offer commenced
on July 21, 1999. The initial expiration date of the U.S. exchange offer is
August 27, 1999. The French Conseil des Marches Financiers (CMF) has not yet
announced the expiration date of the French offer. TOTALFINA intends to extend
the expiration date of the U.S. exchange offer so that it expires on the same
date as the French exchange offer.
The U.S. exchange offer is conditioned on, among other things, the completion of
the French exchange offer and the receipt by TOTALFINA in the exchange offers of
shares representing at least 66.67% of the ELF AQUITAINE's issued share capital
on a fully diluted basis determined as of the expiration date. Consistent with
French tender offer practice, the 66.67% minimum share condition in the U.S.
exchange offer may be waived after withdrawal rights are no longer available.
The dealer manager for the U.S. exchange offer is Credit Suisse First Boston
Corporation and the information agent is MacKenzie Partners, Inc.
This news release is neither an offer to exchange nor a solicitation of an offer
to exchange shares or American depositary shares of TOTALFINA. The U.S.
exchange offer described above is being made pursuant to a prospectus dated
July 30, 1999, which prospectus was filed with the Securities and Exchange
Commission in a registration statement on Form F-4 and declared effective on
July 30, 1999. Copies of the prospectus will be available today on TOTALFINA'S
web site: www.total.com.
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