SINGAPORE and PORT MORESBY, Papua New Guinea,
May 4, 2016 /PRNewswire/ -- InterOil
Corporation (NYSE: IOC; POMSoX: IOC) today announced that its Board
of Directors is recommending that shareholders vote against
dissident resolutions at the Corporation's Annual and Special
Meeting of Shareholders (the "Meeting") on June 14, 2016.
InterOil has filed and is distributing its Management
Information Circular, notice of meeting and proxy form to InterOil
shareholders.
InterOil shareholders of record at the close of business on
April 25, 2016 are entitled to vote
at the Meeting. All proxies must be received before 8:00 PM ET on June
10, 2016.
The InterOil Board is reducing the number of directors to eight
effective from the Meeting, recognising that fewer directors are
needed for InterOil's streamlined business.
InterOil believes its eight director nominees for election have
the right mix of global oil and gas experience, large-scale LNG
project expertise, local experience and institutional knowledge to
oversee the execution of InterOil's strategy to create value for
all InterOil shareholders.
InterOil's Annual and Special Meeting will address the dissident
resolutions proposed by Phil
Mulacek, who served as InterOil's Chairman and Chief
Executive Officer until 2013, and certain of his associates
(collectively "Mulacek").
Mulacek claims to hold or otherwise represent about 7.6% of
InterOil's common shares.
The InterOil Board believes the dissident resolutions are
NOT in the best interests of InterOil or shareholders
because they would:
x Hinder progress that the Corporation has made
since Mr. Mulacek's departure from InterOil;
x Restrict the business judgment of the Board due to their
overly prescriptive and restrictive nature;
x Put InterOil at a competitive disadvantage in attracting
qualified directors and officers;
x Deter potential counterparties from pursuing accretive
transactions; and
x Create inherent conflicts of interest through prescriptive
controls on directors and officers.
The Board is urging shareholders to reject the dissident
resolutions by voting today on the WHITE proxy as
recommended by the Board.
In connection with the Meeting, InterOil is distributing a
letter to shareholders. Highlights of the letter include:
- InterOil's Board is fully committed to realizing the full value
of the Corporation's assets for all of InterOil's
shareholders;
- InterOil has the right team and strategy to realize its goals;
and
- Mulacek's dissident resolutions are not in the best interests
of InterOil or its shareholders and would be a step in the wrong
direction.
The full text of the letter follows:
Dear InterOil Shareholders
We are writing on behalf of your Board of Directors and
management about your investment in InterOil. In connection with
InterOil's Annual and Special Meeting of Shareholders (the
"Meeting"), which is scheduled for June 14,
2016, you are being asked to make important decisions about
InterOil's future. In particular, you are being asked to vote on
dissident resolutions that your Board believes are not in the best
interest of InterOil or all InterOil shareholders.
Your Board recommends that you vote AGAINST the dissident
resolutions.
The dissident resolutions were originated by Phil Mulacek, who served as the
Corporation's Chairman and Chief Executive Officer until 2013,
and certain of his associates (collectively "Mulacek").
Mulacek requisitioned the dissident resolutions be tabled at the
Meeting along with the Corporation's annual general
business. Mulacek claims to hold or otherwise represent
approximately 7.6% of InterOil's common shares.
PROTECT YOUR INVESTMENT IN INTEROIL
Your Board and management have taken important actions to
unlock the full value of the Corporation's assets for all
shareholders and to insulate the Corporation
against low commodity prices. These actions include
introducing the super-major, Total S.A. ("Total"), as operator of
the Elk-Antelope liquefied natural gas project (the "Papua LNG
Project"); divesting InterOil's non-core refining and distribution
business; and successfully drilling three exploration wells to
enable the renewal of InterOil's exploration licenses for up to an
additional 11 years.
Your Board's decisions and actions have provided a clear path
for InterOil and its shareholders to participate in one of the
world's lowest-cost liquid natural gas projects.
Your Board is comprised of highly-qualified and proven
leaders, who are engaged and focused on the best interests of
InterOil, including its shareholders. They have the right
skills, capabilities and industry expertise to soundly steward
InterOil and to enhance value for all shareholders. In contrast,
Mulacek appears to be pursuing a self-serving agenda to influence
or take control of InterOil for the benefit of Mr. Mulacek.
Your Board has carefully reviewed the Mulacek dissident
resolutions and believes they are NOT in the best interests
of InterOil or its shareholders. We urge you to reject them by
voting today on the WHITE proxy as recommended by the
Board.
Your vote is very important. We encourage you to make your
voice heard by voting online, by telephone or by signing and dating
the enclosed WHITE proxy and returning it in the postage-paid
envelope provided.
THE INTEROIL BOARD OF DIRECTORS IS FULLY
COMMITTED TO REALIZING
THE FULL VALUE OF THE COMPANY'S ASSETS FOR ALL OF INTEROIL'S
SHAREHOLDERS
Your Board and management team have transformed InterOil. Until
2013, under Mr. Mulacek's leadership, InterOil had no clear
strategy and suffered multiple failed attempts to enter strategic
partnerships to monetize and develop the Elk-Antelope fields. As a
result, InterOil was a highly volatile stock with substantial short
positions that traded on hype and speculation.
As a result of actions by your Board and management team,
InterOil is now on a path to monetize its world-class assets for
the benefit of all shareholders. Since Mr. Mulacek's departure
from InterOil in 2013, your Board and management team have:
- Revamped the Board and installed a new management team with
global LNG experience. Six (6) of the eight (8) InterOil
director nominees and all of the executive management team,
including Chief Executive Officer Dr. Michael Hession, have joined InterOil since Mr.
Mulacek's departure as Chief Executive Officer in April 2013. Today, the Board and management team
include highly-qualified and proven leaders, who have the right mix
of global oil and gas experience, large-scale LNG project
expertise, local experience and institutional knowledge to oversee
the execution of InterOil's strategy to create value for our
shareholders.
- Started development of the Elk-Antelope gas fields with
super-major partner Total. Your Board and management team
executed a series of transactions to partner with Total to develop
and operate the Papua LNG Project while allowing InterOil to
maintain a significant interest in the project. Total has the
capacity, resources and track record to successfully develop the
Papua LNG Project, which, based on independent analysts' reports,
is expected to be one of the lowest cost and most competitive
new-build LNG projects in the world.
- Streamlined the business to focus purely on upstream
exploration and development. In mid-2014, the Corporation sold
its non-core refining and distribution business, enhancing the
Corporation's balance sheet and focusing the Corporation's strategy
on its world-class exploration acreage and the Papua LNG
Project.
- Significantly reduced operating costs. InterOil has
streamlined the Corporation's business after divesting the refining
and distribution business and non-core functions covering road
construction and maintenance. The Corporation also closed offices
in Australia and the United States, and reduced staff numbers
by more than 70%.
- Strengthened InterOil's financial position. InterOil now
maintains a strong balance sheet as a result of your Board and
management team's determination to put InterOil on a path to
monetize the Company's assets, obtain favorable agreements with its
strategic partners, strengthen relationships with key financial
partners and operate efficiently. Moreover, the agreement with
Total includes substantial fixed payments to InterOil that will
further benefit InterOil's liquidity. At the end of the
Elk-Antelope appraisal, InterOil expects to receive a significant
cash payment that is not linked to commodity prices and a further
cash payment on sanctioning of the Papua LNG Project. The
Corporation also recently entered into a new US$400 million credit facility and is well
positioned to meet its Papua LNG Project commitments and
exploration goals across its portfolio.
- Implemented a clear strategy to create value for
shareholders. Today, InterOil is primarily focused on
development of the Elk-Antelope fields, the evaluation of prospects
on its exploratory acreage and operating efficiently to preserve
liquidity to develop the Papua LNG Project. We are now entering the
final stages of the Elk-Antelope appraisal program and are poised
to benefit from development of the Papua LNG Project and related
appraisal payments described above.
Your Board and management team remain committed to executing
InterOil's strategy and vision to create significant and
sustainable value for our shareholders. Your InterOil nominees have
the necessary mix of skills, technical capabilities and industry
expertise to soundly steward a complex public international oil and
gas exploration company such as InterOil with assets in a
developing country such as Papua New
Guinea.
INTEROIL HAS THE RIGHT TEAM AND
STRATEGY
– DO NOT ALLOW MULACEK TO DRAG INTEROIL
BACKWARD –
Your Board is concerned that Mulacek may be interested in
pursuing a self-serving agenda to influence or take control of
InterOil. The InterOil Board strongly urges shareholders
not to let this happen. InterOil has evolved since Mr. Mulacek's
departure with a revamped Board and new management team and
embarked on a clear strategy to unlock the full value of the
Corporation's assets for all InterOil shareholders. We are
asking for your support to allow us to continue this work.
One of Mulacek's resolutions seeks to reduce the number of
directors to six (6). Based on Mr. Mulacek's statements in filings
with the U.S. Securities and Exchange Commission[1] and in a media
report,[2] it is possible that Mulacek may nominate director
candidates, which may include Mr. Mulacek, for election to the
InterOil Board of Directors at the Meeting. The deadline for
nominations of candidates for election at the Meeting has not yet
passed.
Your Board believes it is taking the right steps to
position InterOil for the future and that the Mulacek agenda would
be a step in the wrong direction.
INTEROIL'S REVAMPED BOARD AND NEWLY INSTALLED
MANAGEMENT TEAM HAVE THE GLOBAL LNG EXPERIENCE AND EXPERTISE TO
DELIVER VALUE FOR ALL INTEROIL SHAREHOLDERS
Changes to the Board and management team since 2013 have
infused the Corporation with professional leaders who have the
right mix of global oil and gas experience with some of the world's
largest companies, large-scale project expertise, local experience
and institutional knowledge, particularly in the development of
global large-scale LNG projects. The members of your Board were
carefully chosen because of their experience in:
- Leading global oil and gas companies;
- Delivering large-scale capital projects, covering upstream
exploration and development, LNG shipping and marketing;
- The exploration and development of oil and gas assets;
- Engineering, strategic planning and oversight, regulatory and
quality;
- Papua New Guinea industry,
government relations, compliance and regulations
- In fact, three Director nominees have direct experience in the
PNG government or as senior executives in PNG companies; and
- Finance, auditing, accounting, capital raising and corporate
governance with public companies.
We are confident that InterOil's Board and management team have
the right skills, capabilities, and industry expertise required to
soundly steward InterOil and to unlock the full value of the
Corporation's assets for all shareholders.
MULACEK'S DISSIDENT RESOLUTIONS ARE NOT IN THE
BEST INTERESTS
OF INTEROIL OR ITS SHAREHOLDERS
Your Board has carefully reviewed the Mulacek resolutions and
determined they are not in the best interests of InterOil
or its shareholders because they would:
x Hinder progress that the Corporation has made since Mr.
Mulacek's departure from InterOil;
x Restrict the business judgment of the Board due to their
overly prescriptive and restrictive nature;
x Put InterOil at a competitive disadvantage in attracting
qualified directors and officers;
x Deter potential counterparties from pursuing accretive
transactions; and
x Create inherent conflicts of interest through prescriptive
controls on directors and officers.
The Board unanimously recommends that
shareholders vote AGAINST each of
the Mulacek dissident resolutions.
For more detail about your Board's views, we urge you to read
the accompanying Management Information Circular.
PROTECT YOUR INTEROIL INVESTMENT
BY VOTING THE WHITE PROXY TODAY
Your Board is executing a strategy that will deliver enhanced
value for all shareholders.
Whether or not you plan to attend the Annual and Special Meeting
your vote is very important.
We encourage you to make your voice heard by voting online,
by telephone or by signing and dating the enclosed WHITE proxy and
returning it in the enclosed postage-paid envelope by
8:00PM ET on June 10,
2016.
On behalf of your Board and the management team, thank you for
your continued support.
Sincerely,
Chris
Finlayson
Chairman
|
Dr Michael
Hession
Chief Executive
Officer
|
If you have any questions, require assistance
with voting your WHITE proxy card or need additional copies of the
proxy materials, please contact:
MACKENZIE PARTNERS,
INC.
105 Madison Avenue
New York, NY 10016
iocproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
About InterOil
InterOil Corporation is an independent oil and gas business with
a sole focus on Papua New Guinea.
InterOil's assets include one of Asia's largest undeveloped gas fields,
Elk-Antelope, in the Gulf Province, and exploration licenses
covering about 16,000sqkm. Its main offices are in Singapore and Port
Moresby. InterOil is listed on the New York and Port
Moresby stock exchanges.
Investor Contacts
Singapore
|
Singapore
|
United
States
|
Michael
Lynn
Senior Vice
President
Investor
Relations
|
David Wu
Vice
President
Investor
Relations
|
Cynthia
Black
Investor
Relations
North
America
|
T: +65 6507
0222
E:
michael.lynn@interoil.com
|
T: +65 6507
0222
E:
david.wu@interoil.com
|
T: +1 212 653
9778
E:
cynthia.black@interoil.com
|
Media Contacts
Singapore
|
United
States
|
Ann Lee
Communications
Specialist
|
James Golden/ Aaron
Palash
Joele Frank,
Wilkinson Brimmer Katcher
|
T: +65 6507
0222
E:
ann.lee@interoil.com
|
T: +1 212 355
4449
E:
ioc-jf@joelefrank.com
|
Forward Looking Statements
This press release contains "forward looking statements" as
defined in U.S. federal and Canadian securities laws. Such
statements are generally identifiable by the terminology used such
as "may," "plans," "believes," "expects," "anticipates," "intends,"
"estimates," "forecasts," "budgets," "targets" or other similar
wording suggesting future outcomes or statements regarding an
outlook. We have based these forward looking statements on our
current expectations and projections about future events. All
statements, other than statements of historical fact, included in
this press release are forward looking statements. Forward looking
statements include, without limitation, statements regarding the
cost and competitiveness of the Papua LNG Project, payments from
Total in connection with the Elk-Antelope fields appraisal, the
ability of InterOil to meet its demands under the Papua LNG Project
and other exploration goals across its portfolio, benefits
associated with the development of the Papua LNG Project, the
intentions of Mulacek regarding various matters, InterOil's
corporate strategy and InterOil's position in the low-commodity
price environment. Readers are cautioned not to place undue
reliance on forward-looking statements which involve known and
unknown risks material risks and uncertainties that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied in such forward-looking statements.
The forward-looking statements in this press release are based
on certain assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors we
believe appropriate in the circumstances. All of the
forward-looking statements are qualified by the assumptions that
are stated or inherent in such forward-looking statements. The key
assumptions that have been made in connection with such
forward-looking statements include, among other things, assumptions
regarding anticipated financial conditions and performance,
business prospects, strategies, regulatory developments, future
hydrocarbon commodity prices, the ability to secure adequate
capital funding, the ability to obtain equipment and qualified
personnel in a timely manner to develop resources, the ability to
obtain financing on acceptable terms, and the ability to develop
reserves and production through development and exploration
activities.
Although we believe that the assumptions underlying our forward
looking statements are reasonable, any of the assumptions could be
inaccurate, and, therefore, we cannot assure you that the forward
looking statements will eventuate. In light of the significant
uncertainties inherent in our forward looking statements, the
inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and
plans will be achieved. Some of these assumptions and other risks
and uncertainties that could cause actual results to differ
materially from such forward looking statements are more fully
described under the heading "Risk Factors" in our annual
information form for the year ended December
31, 2015. Further, the forward looking statements contained
in this press release are made as of the date hereof and, except as
required by applicable law, we will not update publicly or revise
any of these forward looking statements. The forward looking
statements contained in this press release are expressly qualified
by this cautionary statement.
[1]
|
Schedule 13Ds, filed
by Mulacek on March 29, 2016 and May 3, 2016.
|
[2]
|
Bloomberg,
"InterOil's Former CEO Seeks Change After $250 Million in Losses,"
April 5, 2016.
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/interoil-files-management-information-circular-300263076.html
SOURCE InterOil Corporation