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EXHIBIT (a)(2)
[TEXOIL LETTERHEAD]
January 24, 2001
Texoil, Inc.
000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Dear Stockholder:
We are pleased to inform you that on January 18, 2001 Texoil, Inc.
("Texoil") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with OEI Acquisition, Corp., a Nevada corporation ("OEI") and a wholly-owned
subsidiary of Ocean Energy, Inc., a Texas corporation ("Ocean"). The Merger
Agreement provides for the merger of OEI with and into Texoil, with Texoil as
the surviving corporation and becoming a wholly-owned subsidiary of Ocean.
Under the terms of the Merger Agreement, OEI is commencing a tender
offer to purchase all outstanding shares of Texoil common stock at a price of
$8.25 per share and all of the outstanding preferred stock of Texoil at a price
of $18.04 per share, net to tendering stockholders in cash. The tender offer is
currently scheduled to expire at 12:00 o'clock midnight, New York City time, on
February 22, 2001. In the event the tender offer is successfully completed and
upon receipt of all necessary stockholder consents, OEI will be merged into
Texoil and all shares of Texoil common stock and preferred stock not purchased
in the tender offer will be converted into the right to receive in cash at the
same price per share as paid in the tender offer.
The board of directors has approved the Merger Agreement, the tender
offer and the merger and has determined that the Merger Agreement, the tender
offer and the merger are fair to, and in the best interests of, the holders of
Texoil common stock and preferred stock. Accordingly, the board of directors
recommends that you accept the tender offer and tender your Texoil common stock
or preferred stock, as the case may be, to OEI in the tender offer.
In arriving at their recommendation, the board of directors gave
careful consideration to a number of factors that are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of Xxxx Xxxxxxxx
Xxxxxxx to the effect that, and based upon and subject to the assumptions made,
procedures followed and the matters
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considered, the aggregate consideration to be received in the tender offer and
the merger was fair to holders of Texoil common stock and preferred stock, as a
group, from a financial point of view, as of the date of its opinion.
Also accompanying this letter is a copy of OEI's Offer to Purchase and
related materials, including a letter of transmittal for use in tendering your
shares. These documents set forth the terms and conditions of OEI's tender offer
and provide instructions as to how to tender your shares. We urge you to read
each of the enclosed materials carefully.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chairman of the Board
