SOURCE: Croff Enterprises, Inc

June 22, 2005 14:06 ET

Croff Receives Tender Offer

DENVER, CO -- (MARKET WIRE) -- June 22, 2005 -- Croff Enterprises, Inc. (OTC BB: COFF) announced that it has received a copy of a cash tender offer of $3 per Preferred B share sent to the holders of all of its Class B Preferred shares. Jensen Development Company and C.S. Finance L.L.C., (together, "Offerors") are wholly owned by Croff's Chairman and President, Gerald L. Jensen. The Offerors, along with Jensen, currently hold 253,191 Preferred B shares or approximately 47% of the 540,659 Preferred B shares. The Offerors' letter, accompanying the Tender Offer stated that the Offer was based on the following:

(1)  The current high oil and natural gas prices enabling the financing of
an all cash purchase.
(2)  The limited trading market for the Preferred B shares, which are
restricted shares.
(3)  The benefits of having an outside party purchase the shares, rather
than the Company selling the assets pledged to these shares and
distributing the proceeds, which could result in adverse tax consequences.
(4)  The reserve value of the oil assets pledged to the Preferred B shares.
Offerors' stated they based their price primarily on 80% of the net reserve value of the Oil Assets, based upon the 2004 reserve report prepared by an independent engineer for Croff. Net reserve value is future net revenue discounted at 10% to present value. The Offer is approximately twice the book value and approximately three times the last trade value.

The Depository for the offering is American National Bank, 3033 E. 1st Avenue, Denver, Colorado 80209. Preferred B shares are restricted, non-voting (except for limited circumstances) shares of Croff Enterprises, Inc. The Tender Offer is to remain open through July 29, 2005, unless extended. Offerors' press release and further information on Croff can be found at www.croff.com.

Croff is an independent energy company engaged in the business of oil and natural gas production, primarily through ownership of perpetual mineral interests and acquisition of producing oil and natural gas leases. The Company s principal activity is oil and natural gas production from non-operated properties. The Company acquires, owns, and produces, producing and non-producing leases and perpetual mineral interests in Alabama, Colorado, Michigan, Montana, New Mexico, North Dakota, Oklahoma, Texas, Utah and Wyoming.

Contact Information

  • Contact:
    Kelle Thomas
    Assistant Secretary
    Croff Oil Company
    3773 Cherry Creek Drive North #1025
    Denver, Colorado 80209
    (303) 383-1555
    Email Contact