Total SA Acquires 82.4 per cent of Deer Creek Energy

On September 13, 2005, Total SA announced that through its wholly owned subsidiary, Total E&P Canada Ltd., it had acquired approximately 78 per cent of the issued and outstanding common shares of Deer Creek Energy Ltd.

Total entered into an agreement with Deer Creek on August 5, 2005 to acquire all of the issued and outstanding common shares of Deer Creek by way of take-over bid at $25 per share. On September 2, 2005, Total announced that it was mailing a notice of variation and extension of the offer as a result of a competing proposal presented to Deer Creek. Total increased its offer to $31 per share to match the competing proposal, valuing the transaction at approximately $1.6 billion.

The board of directors of Deer Creek had unanimously approved the proposed transaction of August 5, 2005 and continued to do so after the September 2, 2005 amendment. The board concluded the transaction was in the best interest of its shareholders and recommended that its shareholders accept the offer. Goldman, Sachs & Co. and Peters & Co. Ltd. acted as financial advisors for Deer Creek and provided the board of directors of Deer Creek with their opinions that the consideration to be received was fair from a financial point of view to the holders of Deer Creek common shares.

Total subsequently extended its offer for 10 days on September 13, 2005 and acquired an additional 4.4 per cent of the Deer Creek shares for a total of 82.4 per cent, and extended again on September 27, 2005 for 10 more days to permit Deer Creek shareholders the ongoing opportunity to tender their shares. Total has advised the remaining shareholders of Deer Creek that it intends to acquire 100 per cent of the issued and outstanding Deer Creek shares and will be conducting a subsequent acquisition transaction, if necessary, to accomplish that goal.

Deer Creek was represented by Bennett Jones LLP with a team led by Robert Lehodey, Q.C., which included Darrell Peterson, Greg Johnson, Dustin Gemmill, Beth Riley and Daniel Jeon.

Total was represented by Macleod Dixon LLP with a team led by Robert Engbloom, Q.C., which included John Carleton, Orville Pyrcz, Q.C., Alan Harvie, Scott Negraiff, Darren Hribar, Craig Maurice, Rashi Sengar, Deidre Derworiz, Rujuta Patel and Karen Uehara.