SINGAPORE and PORT MORESBY, Papua New Guinea, June 1, 2016 /PRNewswire/ -- InterOil Corporation
(NYSE: IOC; POMSoX: IOC) has mailed a letter to shareholders urging
shareholders to vote for its highly qualified nominees on the WHITE
proxy in connection with the Corporation's upcoming Annual and
Special Meeting of Shareholders (the "Meeting") to be held on
June 14, 2016. 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 letter and other materials regarding the Board of Directors'
recommendation for the Meeting are available online at
www.interoil.com/agm2016, www.sedar.com and www.sec.gov.
The Board urges shareholders to reject the dissident agenda by
voting today on the WHITE proxy as recommended by the
Board.
The full text of the letter follows:
Dear InterOil Shareholders,
Time is short and we are reaching out to make sure your voice is
heard at InterOil's Annual and Special Meeting of Shareholders (the
"Meeting") on June 14, 2016.
Your vote is important and we urge you to return your proxy by
8:00PM ET on June 10, 2016 to ensure that your vote is
counted.
Leading proxy advisory firm Institutional Shareholder Services
(ISS) agrees that InterOil shareholders should vote "FOR" ALL of
InterOil's director nominees by voting on the WHITE card and reject
Mulacek's dissident resolutions and director nominees. In making
its recommendation, ISS concluded that Mr. Mulacek has failed to
make a compelling case for change and his resolutions and nominees
are not in the best interests of shareholders.
We encourage you to follow the recommendation of this leading
independent proxy advisory firm when making your decision and urge
you to vote the WHITE proxy FOR InterOil's highly qualified
director nominees and to reject Mulacek's resolutions and his
hand-picked and unqualified nominees.
A vote on the WHITE proxy as recommended by your Board is a vote
"FOR":
- Your Board's nominees, who are highly-qualified, proven leaders
that are taking actions that they believe are in the best interests
of InterOil and all of its shareholders.
- Your Board's track record of executing a strategy to address
the challenges Mr. Mulacek created before he left InterOil in
2013.
- Your Board and management team that orchestrated InterOil's
compelling transaction with Oil Search Limited ("Oil Search"),
which your Board believes will deliver significant value to all
InterOil shareholders.
As a result of the efforts by your Board and management team,
InterOil shareholders are poised to realize the potential benefits
of InterOil's transaction with Oil Search.
DO NOT BE FOOLED: MULACEK IS PURSUING A
SELF-SERVING AGENDA WHICH WE BELIEVE DOES NOT BENEFIT ALL
SHAREHOLDERS
We believe that Mr. Mulacek is focused on advancing his
agenda to take control of InterOil's Board and its future, at the
expense of all other InterOil shareholders. To achieve that
agenda, Mr. Mulacek has requisitioned resolutions to reduce the
size of the Board and has nominated his direct employees and
associates, who are inexperienced, unqualified and beholden to Mr.
Mulacek.
The facts are clear:
x Mr. Mulacek has articulated no strategy for
InterOil;
x Mr. Mulacek has a track record of litigation that damaged
InterOil's reputation and threatened the
Corporation;
x Mr. Mulacek has material conflicts of interest; and
x The Mulacek nominees are not independent of Mr. Mulacek and are
simply not qualified.
Your Board has thoroughly reviewed Mulacek's resolutions and
his nominees and determined that they are not in the best interest
of InterOil or its shareholders. Reject the Mulacek agenda by
discarding any proxy materials you may receive from Mulacek in the
mail.
PROTECT YOUR INVESTMENT IN INTEROIL
TIME IS RUNNING OUT: VOTE
THE WHITE PROXY TODAY!
Shareholders who have previously voted on the blue proxy and
wish to change their vote may do so by submitting a later-dated
WHITE proxy or following the instructions on their proxy card.
Vote TODAY 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, thank you for your
continued support.
Sincerely,
Chris
Finlayson
Chairman
|
Dr Michael
Hession
Chief Executive
Officer
|
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 release includes
"forward-looking statements". All statements, other than statements
of historical facts, included in this release are forward-looking
statements. These statements are based on the current belief of
InterOil, as well as assumptions made by, and information currently
available to InterOil. No assurances can be given however, that
these events will occur. Actual results could differ, and the
difference may be material and adverse to the combined company and
its shareholders. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of InterOil, which may cause actual results to differ
materially from those implied or expressed by the forward-looking
statements. These include in particular information and statements
relating to InterOil's agreement with Oil Search and the ability to
realize the anticipated benefits and the other risk factors
discussed in InterOil's publicly available filings, including but
not limited to those in InterOil's annual report for the year ended
December 31, 2015 on Form 40-F and
its Annual Information Form for the year ended December 31, 2015. InterOil disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by applicable laws.
THE BOARD AND
MANAGEMENT OF INTEROIL CORPORATION UNANIMOUSLY RECOMMEND VOTING
ONLY THE ENCLOSED WHITE PROXY FORM:
|
AGAINST
|
x
|
EACH OF THE DISSIDENT
RESOLUTIONS
|
FOR
|
+
|
THE ELECTION OF ALL
OF THE INTEROIL NOMINEES TO THE BOARD
|
FOR
|
+
|
THE APPROVAL OF THE
2016 STOCK INCENTIVE PLAN
|
FOR
|
+
|
THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS, CHARTERED ACCOUNTANTS AS OUR
AUDITORS
|
FOR
|
+
|
THE REJECTION OF THE
MULACEK EXPENSES
|
YOUR WHITE PROXY
MUST BE RECEIVED BY COMPUTERSHARE INVESTOR SERVICES INC. OR
MACKENZIE PARTNERS, INC. BEFORE 8:00 P.M. (EASTERN TIME) ON
JUNE 10, 2016.
|
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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/interoil-shareholder-letter-highlights-support-from-leading-proxy-advisory-firm-300277853.html
SOURCE InterOil Corporation