SINGAPORE and PORT MORESBY, Papua
New Guinea, July 17, 2016
/PRNewswire/ -- InterOil Corporation (the "Company") (NYSE: IOC;
POMSoX: IOC) announced today 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 (NYSE: XOM) ("ExxonMobil") (the
"ExxonMobil Offer"). 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 ("Oil Search
Agreement") with Oil Search Limited (ASX:OSH, POMSoX: OSH) ("Oil
Search") 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 Elk-Antelope 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.
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, all
covering about 16,000km2. Its main offices are in Singapore and Port
Moresby. InterOil is listed on the New York and Port
Moresby stock exchanges.
Investor Contacts
Singapore
|
United
States
|
|
David
Wu
Senior Vice
President
Investor
Relations
|
Cynthia
Black
Investor
Relations
North
America
|
|
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. Such
forward-looking statements may include, without limitation,
statements regarding the ExxonMobil Offer. 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 the Oil Search Agreement, including but not limited to
the size or timing of any payment under the contingent value
right contemplated by the Oil Search Agreement , any future
performance of InterOil or Oil Search, the ability to satisfy the
conditions to closing of the Oil Search transaction, either on the
expected timeline or at all, the future trading price of InterOil
or Oil Search securities, the ability to integrate the businesses
of InterOil and Oil Search, the outcome of the unsolicited
ExxonMobil Offer, and those factors in InterOil's management
information circular dated June 24,
2016, its 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.
Legal Notice
None of the securities anticipated to be issued pursuant to the
Oil Search Agreement have been or will be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and any securities
issued pursuant to the Oil Search Agreement are anticipated to be
issued in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities.
There can be no assurance that the transaction with Oil Search
will occur. The transactions contemplated by the Oil Search
Agreement are subject to certain approvals and the fulfillment of
certain conditions, and there can be no assurance that any such
approvals will be obtained and/or any such conditions will be met.
Further details regarding the terms of the transaction are set out
in the Oil Search Agreement and are provided in InterOil's
management information circular dated June
24, 2016, each of which is available under the profile of
InterOil Corporation at www.sedar.com.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/interoil-board-of-directors-determines-unsolicited-exxonmobil-proposal-constitutes-a-superior-proposal-to-oil-search-transaction-300299760.html
SOURCE InterOil Corporation