InterOil Corporation announced that the unsolicited proposal to acquire InterOil, the receipt of which was publicly announced by InterOil on June 30, 2016, was made by Exxon Mobil Corporation.
The Company’s Board of Directors, in consultation with its legal and financial advisors, has determined that the ExxonMobil Offer constitutes a “Superior Proposal,” as defined in InterOil’s arrangement agreement with Oil Search Limited and InterOil has provided notice of such determination to Oil Search.
Under the terms of the ExxonMobil Offer, InterOil shareholders would receive:
- A payment of $45.00 per share of InterOil, paid in ExxonMobil shares. The number of ExxonMobil shares paid per share of InterOil would be calculated based on the volume weighted average price of ExxonMobil shares over a measuring period of ten days ending shortly before the closing date.
- A Contingent Resource Payment (“CRP”), which would be an additional cash payment of approximately $7.07 per share for each tcfe gross resource certification of the ElkAntelope field above 6.2 tcfe, up to a maximum of 10 tcfe. The CRP would be paid on the completion of the interim certification process in accordance with the Share Purchase Agreement with Total SA, which would include the Antelope-7 appraisal well. The CRP would not be transferrable and would not be listed on any stock exchange.
Under the terms of the Oil Search Agreement, Oil Search has a period of three calendar days, which will expire on July 21, 2016 (the “Response Period”), during which it can offer to amend the terms of the Oil Search Agreement. Oil Search is under no obligation to make such an offer and InterOil does not know if Oil Search will seek to amend the Oil Search Agreement. The InterOil Board of Directors continues to recommend the Oil Search transaction to its shareholders.
InterOil notes that there can be no assurance that the ExxonMobil Offer will lead to the termination of the Oil Search Agreement and the execution of an arrangement agreement with ExxonMobil, or that the transaction contemplated by the ExxonMobil Offer will be approved by shareholders or consummated.
