Marathon: Just Say No

Recommends shareholders reject TRC Capital's mini-tender offer

HOUSTON -- Marathon Oil Corp. said that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corp., a private Canadian investment company, and that it does not recommend or endorse the offer.

The oil company said it has received a copy of the offer to purchase document, dated Jan. 16, 2008, pursuant to which TRC Capital has offered to purchase for cash up to two million outstanding shares of common stock of Marathon. The offer price of $50 net per share represents a 4.16% discount to the $52.17 closing price for Marathon common stock on the New York Stock Exchange ([image-nocss] NYSE) on Jan. 15, 2008, the day before the date of the offer to purchase document.

Marathon said it does not recommend or endorse this unsolicited offer, and Marathon is not affiliated in any way with TRC Capital, the offer or the offer to purchase document.

The Securities & Exchange Commission (SEC) has issued investor tips regarding mini-tender offers, noting that: "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC said it recommends that investors scrutinize mini-tender offers carefully to make sure they understand the terms of the tender offer before tendering their shares.

Marathon advised its stockholders that TRC Capital's offer is subject to numerous conditions, including there being no decrease in the market price of Marathon common stock and the availability of financing for the purchase on terms reasonably satisfactory to TRC Capital. TRC Capital has also reserved the right, in its reasonable discretion, to extend the period of time during which the offer remains open, thereby possibly delaying payment for shares of Marathon common stock tendered in the offer, or to amend its offer in any other respect.

The company added that it understands that Toronto-based TRC Capital has made many similar mini-tender offers in the past. Marathon urges investors to obtain current market quotations for their shares of Marathon common stock, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.

And Marathon stockholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC Capital's offer to purchase document prior to the expiration of the offer.

In the past year, TRC Capital has made similar offers to shareholders of other companies, such as Pfizer Inc., Kraft Foods Inc., Schlumberger Ltd. and Cummins Inc., added an Associated Press report.

Houston-based Marathon has refining, marketing and transportation operations concentrated primarily in the Midwest, Upper Great Plains and Southeast regions of the United States. It has more than 4,400 Marathon-branded locations in 17 states in the Midwest and Southeast. Other units include Enon, Ohio-based Speedway SuperAmerica LLC, a gasoline and convenience store company with approximately 1,600 locations in nine Midwestern states, and Knoxville, Tenn.-based Pilot Travel Centers LLC, a joint venture with Pilot Corp. thatoperates approximately 275 travel centers in 37 states and one in Canada.