China's King Win Laurel Limited to Acquire Exxon Mobil? (XOM)
In a bizarre event yesterday a Chinese company calling itself King Win Laurel filed a bid to purchase Exxon Mobil (ticker: XOM) for $70 a share or $450 billion. The following is from the SEC filing:
KING WIN LAUREL LIMITED TO LAUNCH CASH TENDER OFFER FOR EXXON MOBIL CORPORATION FOR A COMBINATION OF US $35.00 AND CHINESE RMB YUAN 283.50 PER SHARE OF COMMON STOCK
Beijing, China, October 31, 2005. Today, KING WIN LAUREL LIMITED announced that it will commence a cash tender offer to purchase all of the outstanding shares of Exxon Mobil Corporation (NYSE: XOM) at a combination of US $35.00 and Chinese RMB Yuan 283.5 for each share of common stock, without par value, or approximately US $450 billion.
The offering prices of the proposed transaction will be as follows:
(1) We value US $70.00 for each share of common stock, without par value;
(2) For each share of common stock, we will pay a combination of US $35.00 and Chinese RMB Yuan 283.50 in cash. In addition, if the merger of Exxon Mobil Corporation with us is completed, each share of common stock of Exxon Mobil Corporation, either tendered by the offer or not, will be automatically entitled to enjoy a right to receive extra consideration in cash that will be subject to the following condition:
If during a year after merger, the annual average sale price of crude oil on market over the world of is over US $80 per barrel, the right to receive extra consideration for the year will be effective and be executed. The extra consideration for the year, net to seller in cash, will be between US $0.01 and $0.50 and will be dependent on both the annual average sale price of crude oil on market over the world and the total sale volume of crude oil by us during the year.
(3) For the outstanding options of Exxon Mobil Corporation, the consideration paid to seller will be computed upon the bases of their original contractual exercisable prices awarded. The options will have no rights to
receive the extra consideration in any case.Given the Exxon Mobil's leading position in energy field and based on the last quoted price of $56.31, we believe our offer presents the compelling value to Exxon Mobil's shareholders. This proposed acquisition of Exxon Mobil Corporation is just the beginning to develop business in energy industry for King Win Laurel Limited.
In connection with announcing the tender offer, Mr. Zhang has submitted a letter to the Exxon Mobil's Board of Directors in which he expressed a desire to discuss the proposed offer with the Board.
The proposed tender offer will be subject to the conditions of obtaining the governmental or regulatory approvals under the applicable laws of Exon-Florio provision and Hart-Scott-Rodino Act and a majority of Exxon Mobil's shares on a fully diluted basis being tendered and not withdrawn.
The offer will be subject to financing. King Win Laurel Limited expects to commence the tender offer on the next business day after the date on which it obtains the approval, subject to the Exon-Florio provision, on its proposed offer from the Committee on Foreign Investment in the United States ("CFIUS"). Pursuant to the requirements of the Exon-Florio provision, King Win Laurel Limited plans to file a Notification (and other information materials, if required) with respect to the proposed offer with the CFIUS as promptly as possible after the date hereof.
King Win Laurel Limited was incorporated in New Zealand on October 21, 2005 and was designed to commerce the offer to merger with Exxon Mobil Corporation. To date, we have engaged in no activities other than those incident to our formation and the commencement of the Offer. For more information about King Win Laurel Limited, please call at (0086-10) 6052-2570.
Comment: Last year, a King Win Laurel International Ltd. launched an unsolicited offer to acquire Telstra, Australia's largest phone company, a bid that was dismissed as a hoax. King Win Laurel International also launched a bid in 2004 for Restaurant Brands, which was dismissed by New Zealand regulators.
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