InterOil: ExxonMobil’s takeover bid superior to Oil Search offer

July 18, 2016

InterOil Corporation on Monday said the unsolicited proposal received at the end of June was made by U.S.-based energy giant ExxonMobil Corporation.

The company noted that in consultation with its legal and financial advisors, it has determined, that in comparison to the previously agreed deal with Oil Search, ExxonMobil’s offer is a “superior proposal”.

InterOil has already notified Oil Search of the board’s determination.

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 offer is worth at least US$2.2 billion.

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.

In addition, the shareholders would receive a contingent resource payment (CRP) 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 statement reads.

Under the terms of the Oil Search agreement, Oil Search has a period of three days, expiring on July 21, 2016, during which it can offer to amend the terms of the Oil Search agreement.

However, Oil Search is under no obligation to make such an offer, and even though ExxonMobil has been determined as the “superior proposal”, the InterOil board of directors continues to recommend the Oil Search transaction to its shareholders, the company said.

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.