SINGAPORE and PORT MORESBY, Papua New Guinea, June 3, 2016 /PRNewswire/ -- InterOil
Corporation (NYSE: IOC; POMSoX: IOC) today announced that leading
independent proxy advisory firm Glass Lewis & Co. ("Glass
Lewis") has joined Institutional Shareholder Services (ISS) and
Egan Jones Proxy Services ("Egan
Jones") in recommending that InterOil shareholders vote
"FOR" InterOil's director nominees by voting on the WHITE proxy
card at the Corporation's Annual and Special Meeting of
Shareholders (the "Meeting") to be held on June 14, 2016.
In supporting InterOil's current Board, Glass Lewis recommended
shareholders reject Mulacek's dissident resolutions and director
nominees given that Mulacek:
"[F]ailed to make a convincing case that change to the
composition of the board is warranted at this time, including
failing to provide sufficient evidence of mismanagement and failing
to offer a credible plan to improve performance."[1]
Additionally, in its June 1, 2016
report, Glass Lewis stated:
- Furthermore, we find that the Management Nominees have
significant relevant experience and qualifications to oversee the
Company and are generally more qualified to serve on the board than
the Dissident [Mulacek] Nominees, in our view.
- We also believe the recently announced transaction with Oil
Search is generally attractive for InterOil shareholders and we are
concerned the Dissident would seek to interfere with the terms of
this transaction in a manner that may place it at risk.
- In conclusion, we do not believe the Dissident has made a
compelling case that change to the composition of the board is
necessary or in the best interests of all shareholders at this
time.
In recommending that shareholders vote with the InterOil Board,
Glass Lewis described some of Mulacek's arguments as "somewhat
dubious" and his resolutions as "overly restrictive" and "strict
and inflexible".
Commenting on the Glass Lewis report, InterOil said:
"The unanimous recommendations from ALL THREE proxy advisory
firms to vote on the WHITE proxy FOR ALL of InterOil's highly
qualified director nominees underscores our belief that we have the
right Board in place, with the right mix of experience and
expertise, to further the interests of all InterOil
shareholders.
"Glass Lewis - along with ISS and Egan Jones - recognizes
that since Mr. Mulacek's departure from the Corporation, the Board
and management team have transformed InterOil by taking decisive
action to monetize the value of the Corporation's assets, including
through executing favorable transactions.
"We strongly urge shareholders to follow the recommendations of
Glass Lewis and the other leading proxy advisory firms and protect
the value of their investment by voting today on the WHITE proxy as
recommended by the Board and to reject Mulacek's agenda and to
discard any proxy materials they may receive from Mulacek."
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. Shareholders who have 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.
For more information, please visit the special Annual Meeting
section of the Corporation's website at
www.interoil.com/agm2016.
[1] Permission to use
quotations neither sought nor obtained.
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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:
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AGAINST
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EACH of the DISSIDENT
RESOLUTIONS
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FOR
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The Election of ALL
OF the INTEROIL NOMINEES TO THE BOARD
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FOR
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THE APPROVAL OF THE
2016 STOCK INCENTIVE PLAN
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FOR
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THE APPOINTMENT OF
Pricewaterhousecoopers, chartered accountants as our
auditors
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FOR
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THE rejection OF THE
mulacek expenses
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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.
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If you have any
questions, require assistance with
voting your WHITE
proxy card or need additional copies of the proxy materials, please
contact:
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MACKENZIE PARTNERS,
INC.
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105 Madison
Avenue
New York, NY 10016
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iocproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
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visit:http://www.prnewswire.com/news-releases/leading-proxy-advisory-firm-glass-lewis-joins-iss-and-egan-jones-in-recommending-interoil-shareholders-vote-the-white-proxy-300279324.html
SOURCE InterOil Corporation