Paris Office Advises on TOTAL S.A.’s Tender Offer for Elf Aquitaine Shares

April 26, 2010

Multinational energy company Total S.A. announces tender offer followed by a "squeeze out" to buy the remaining shares of Elf Aquitaine.

It was recently announced that Willkie client TOTAL S.A. filed with the French Autorité des Marchés Financiers (AMF) a draft public tender offer followed by a "squeeze out" to buy the remaining Elf Aquitaine shares that it does not already hold at a price of €305 per share (including the remaining 2009 dividend). Following the clearance decision from the AMF dated April 13, 2010, the public tender offer will be open from April 16 to April 29, 2010. The Elf Aquitaine shares targeted by the offer which have not been tendered to the offer will be transferred to TOTAL under the squeeze out on the first trading day after the offer closing date, upon payment to the shareholders equal to the offer price. After the squeeze out, TOTAL will hold all Elf Aquitaine shares either directly or indirectly. These shares will then be delisted from the Compartment of the delisted securities on the regulated market managed by Euronext Paris S.A.

Based in Paris, Total is a leading multinational energy company with 96,950 employees and operations in more than 130 countries. Elf Aquitaine is one of the world’s top oil companies and one of the largest producers of natural gas in Europe. The transaction was handled by partner Laurent Faugérolas; special European counsel Philippe Grudé; and associates Xavier Doumen, Vanessa Zecchinel and Elise Carrera and Solenn Messerli.