Shell Oil Company takes its message to the shareholders

The Shell Oil Company has commenced a tender offer for all outstanding shares of Barrett rather than participate in the auction process proposed by Barrett’s Board.

The Shell Oil Company has commenced a tender offer for all outstanding shares of Barrett Resources Corporation (Barrett) at $55 per share in cash. The offer price for the Common Stock represents a 24 percent premium over Barrett’s market price of $44.25 per share on Feb. 28, 2001, the last trading day prior to Shell’s initial acquisition proposal.

‘We consider it a positive sign that Peter Dea and Barrett’s Board of Directors have said they are considering strategic alternatives, but it is not clear that they are committed to the sale of the company,’ said Walter van de Vijver, president and CEO of Shell Exploration & Production Company, the exploration and production arm of Shell Oil Company. ‘That is why Shell has chosen to take its offer directly to the Barrett shareholders rather than participate in the auction process proposed by Barrett’s Board. We continue to believe that the best choice is to accept our fully funded cash offer.

‘We also note that Barrett’s board has not said that our $55 per share offer is inadequate, so we assume that they and their advisors have concluded that our offer is in an appropriate range,’ he continued. ‘We have decided to make our tender offer available to shareholders today because we continue to believe that our fully funded cash offer represents a full and fair value for the company.

‘We are concerned, as their shareholders also may be, that the prolonged auction process could be a distraction to Barrett’s employees and have an adverse impact on their ability to effectively operate the business. Under the auction process Barrett has established, it could take over two months before Barrett shareholders know whether or not they have any further options,’ Mr. van de Vijver added.

Shell’s tender offer is conditioned upon, among other things, the acquisition of at least a majority of the outstanding shares. The tender offer and withdrawal rights will expire at midnight (EDT) on April 6, 2001, unless extended. The offer is not contingent on the receipt of financing. The terms and conditions of the offer will be set forth in tender offer materials being filed today with the Securities and Exchange Commission to be mailed promptly to Barrett shareholders.

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