HOUSTON, April 15, 2016 /PRNewswire/ -- The founding
shareholder and former chairman and Chief Executive Officer of
InterOil Corporation ("InterOil" or the "Company") (NYSE:IOC),
Phil Mulacek, and Petroleum
Independent & Exploration, LLC (the "Concerned InterOil
Shareholders"), announced today that Mr. Mulacek on behalf of the
Concerned InterOil Shareholders and certain other shareholders
commenced legal proceedings against the Company regarding the
requisition (the "Requisition") of a special meeting of
shareholders (the "Special Meeting") made by the Concerned InterOil
Shareholders and certain other shareholders who collectively own
over 7.5% of the issued and outstanding shares of the Company.
"The Board has failed to follow through on its statutory
obligation to shareholders to call the Special Meeting that is
intended to allow shareholders an opportunity to voice their views
on the resolutions proposed in the Requisition," Mr. Mulacek
said. "Given the Company's pattern of ignoring serious
shareholder concerns about its operational decision making,
corporate governance, overhead expenses, budgeting process and
capital allocation, the Concerned InterOil Shareholders are
disappointed, but not surprised at this. Forcing the Concerned
InterOil Shareholders to commence legal proceedings to protect a
basic right of shareholders is another vivid example of how
InterOil flaunts fundamental principles of good corporate
governance on a selective basis."
"Current management and the Board have once again attempted to
avoid being held accountable to shareholders. Since submitting our
Requisition to the Company and filing an information circular, we
have been inundated with calls from other shareholders who share
our concerns and support the resolutions we have put forward. The
Company has said calling a Special Meeting would be an 'unnecessary
use of corporate resources', which we see as a blatant manipulation
by the Board and Management. The cost of a Special Meeting
which will hold the board and management
accountable - is not
material in comparison to the continued destruction of shareholder
value that has occurred and would occur without a Special Meeting,"
continued Mr. Mulacek.
Background
On March 21, 2016, the Concerned
InterOil Shareholders and certain other shareholders delivered the
Requisition to the Company, and in the Requisition, the Concerned
InterOil Shareholders requested that the Company call the Special
Meeting and include several resolutions focused on improving the
corporate governance of InterOil (the "Proposals").
The Company did not acknowledge publicly that they had received
the Requisition for ten days, until the Concerned InterOil
Shareholders issued a press release on March
31, 2016.
On April 1, 2016, InterOil wrote
to Mr. Mulacek, proposing to meet to discuss the Proposals. In the
interests of avoiding further delay in adopting the Proposals in
connection with the Special Meeting, Mr. Mulacek after consultation
with other shareholders - readily agreed to the meeting. The
meeting was finally held on April 8,
2016 to accommodate representatives of the Company, only one
business day before InterOil was required to call the Special
Meeting. By this time Mr. Mulacek had received significant
supportive feedback from numerous InterOil shareholders, and he
came prepared to constructively negotiate with the Company. Much to
his disappointment, it quickly became clear that InterOil's
representatives had no intention of negotiating with the Concerned
InterOil Shareholders. After requesting Mr. Mulacek to repeat the
Proposals, they vaguely replied that they would consider the
Proposals and respond when appropriate.
InterOil had until April 11, 2016
to call the Special Meeting, but made no announcement to that
effect, nor did they confirm that the proposals would be included
in the Company's annual and special meeting scheduled for
June 14, 2016. After receiving a
letter from the Concerned InterOil Shareholders' counsel on
April 10, 2016, the Company finally
responded with a letter on April 11,
2016, that suggested the Requisition had not been validly
delivered (despite being received by the Company), and proposed
that all parties "cease all public activities and related
shareholder communications in connection with these matters for a
period of 15 business days," to facilitate further discussions.
On April 12, 2016, fearing further
delay or obstruction of the Concerned InterOil Shareholders
commenced an action was filed privately with the Supreme Court of
Yukon to call the Special Meeting
to protect and ensure that InterOil shareholders have an
opportunity to consider the Proposals and hold the Board
accountable.
Advisors:
The Concerned InterOil Shareholders have retained Wildeboer
Dellelce LLP and Taft Stettinius & Hollister LLP as its legal
advisors, and Bayfield Strategy as its strategic communications
advisor in connection with this matter.
About Phil Mulacek:
Mr. Mulacek is the founding shareholder of InterOil and served
as chairman, CEO and a director until his retirement from the
company in November, 2013. During his tenure at the company,
its market capitalization grew from approximately US$10 million (~ US$0.50/share) to over
US$4.5 billion
(~ US$92.00/share) at his departure. The company also
constructed the first petroleum refinery in Papua New Guinea, a 36,000 bpd facility at
Napa Napa, with a fully integrated downstream business that
contributed to support of the company.
Mr. Mulacek led InterOil's discovery of the world-class Elk and
Antelope gas fields in the Gulf Province of Papua New Guinea, with approximately 10 to 15
tcfe of certified hydrocarbon resource, and the nearby Triceratops
gas field, with approximately 1 tcfe of certified hydrocarbon
resource. These fields have been among the largest onshore
discoveries in PNG and Asia recent
years.
Since retiring from InterOil in 2013, Mr. Mulacek has remained
actively involved in the upstream oil and gas industry in
Papua New Guinea, the US and
elsewhere globally through his affiliated companies with offices in
Singapore and branch offices in
the United States. He resides in Singapore.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release contains forward‐looking statements. All
statements contained in this filing that are not clearly historical
in nature or that necessarily depend on future events are
forward‐looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended
to identify forward‐looking statements. These statements are based
on current expectations of the Concerned InterOil Shareholders and
currently available information. They are not guarantees of
future performance, involve certain risks and uncertainties that
are difficult to predict, and are based upon assumptions as to
future events that may not prove to be accurate. The Concerned
InterOil Shareholders do not assume any obligation to update any
forward‐looking statements contained in this press release.
Information Contact:
For additional information on this press release and a copy of
the Requisition (including the proposed resolutions), please
contact the Concerned InterOil Shareholders at +1 (832) 510-7028,
or by email at info@concernedinteroilshareholders.com
Media Contact:
Bayfield Strategy, Inc.
Riyaz Lalani
+1 (416) 907-9365
rlalani@bayfieldstrategy.com
Additional Information:
The Concerned InterOil Shareholders do not know at this time
whether the business called for in the Requisition will be put to a
vote by the shareholders of InterOil at the InterOil 2016
Meeting.
Information in Support of Public Broadcast
Solicitation:
The Concerned InterOil Shareholders are relying on the exemption
under section 9.2(4) of National Instrument 52‐102 ‐ Continuous
Disclosure Obligations to make this public broadcast
solicitation. The following information is provided in accordance
with corporate and securities laws applicable to public broadcast
solicitations.
This solicitation is being made by the Concerned InterOil
Shareholders and not by or on behalf of the management of
InterOil.
The address of InterOil is 163 Penang Road, Winsland House II,
#06-02, Singapore, 238463.
The Concerned InterOil Shareholders have filed an information
circular dated March 31, 2016 (the
"Concerned InterOil Shareholders Circular") concerning the
Requisition, which is attached as an Exhibit to the Concerned
InterOil Shareholders Circular. The Concerned InterOil Shareholders
Circular will be available on InterOil's company profile on SEDAR
at http://www.sedar.com. The Concerned InterOil Shareholders
have also filed a statement of beneficial ownership on Form 13-D
(the "Form 13-D"), with the U.S. Securities and Exchange
Commission. The Form 13-D also includes the Requisition as an
Exhibit and is available at
https://www.sec.gov/Archives/edgar/data/1221715/000114420416090986/v435587_sc13d.htm.
The Concerned InterOil Shareholders have not yet made a
determination as to whether they will formally solicit a proxy from
any person in connection with the Requisition. If the
Concerned InterOil Shareholders do choose to solicit proxies for
the InterOil shareholders meeting they may do so by mail,
telephone, facsimile, email or other electronic means as well as by
newspaper or other media advertising and in person by directors,
officers and employees of the Concerned InterOil Shareholders who
will not be specifically remunerated therefor. In addition, the
Concerned InterOil Shareholders may solicit proxies in reliance
upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities
laws, conveyed by way of public broadcast, including press release,
speech or publication, and by any other manner permitted under
applicable Canadian laws. The Concerned InterOil Shareholders may
engage the services of one or more agents and authorize other
persons to assist them in soliciting proxies on behalf of the
Concerned InterOil Shareholders.
At this time, the Concerned InterOil Shareholders have not
entered into any agreement pursuant to which an agent has agreed
that it will act as proxy agent for the Concerned InterOil
Shareholders should the Concerned InterOil Shareholders commence a
formal solicitation of proxies. All costs incurred for the
solicitation will be borne by the Concerned InterOil
Shareholders.
A registered holder of common shares of InterOil that gives a
proxy may revoke it: (a) by completing and signing a valid proxy
bearing a later date and returning it in accordance with the
instructions contained in the form of proxy to be provided by the
Concerned InterOil Shareholders, or as otherwise provided in the
proxy circular, once made available to shareholders; (b) by
depositing an instrument in writing executed by the shareholder or
by the shareholder's attorney authorized in writing, as the case
may be: (i) at the registered office of InterOil at any time up to
and including the last business day preceding the day the meeting
of InterOil shareholders or any adjournment or postponement of the
meeting is to be held, or (ii) with the chairman of the meeting
prior to its commencement on the day of the meeting or any
adjournment or postponement of the meeting; or (c) in any other
manner permitted by law.
A non‐registered holder of common shares of InterOil will be
entitled to revoke a form of proxy or voting instruction form given
to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non‐registered holder by its intermediary. It should be noted that
revocation of proxies or voting instructions by a non‐registered
holder can take several days or even longer to complete and,
accordingly, any such revocation should be completed well in
advance of the deadline prescribed in the form of proxy or voting
instruction form to ensure it is given effect in respect of the
meeting.
Neither the Concerned InterOil Shareholders, nor any directors
or officers, or any associates or affiliates of the foregoing, has:
(i) any material interest, direct or indirect, in any transaction
since the beginning of InterOil's most recently completed financial
year or in any proposed transaction that has materially affected or
would materially affect InterOil or any of its subsidiaries; or
(ii) any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in any matter
currently known to be acted on at the upcoming meeting of InterOil
shareholders, other than the matters set forth in the
Requisition.
However, certain of the Concerned InterOil Shareholders are the
beneficial holders of minority indirect participation interests in
certain of InterOil's petroleum prospecting licenses and petroleum
retention licenses in Papua New
Guinea under indirect participation agreements with
InterOil. The Concerned InterOil Shareholders believe that
these indirect participation interests are not material to InterOil
but are nevertheless fully aligned and not in conflict with the
interests of InterOil shareholders.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/concerned-interoil-shareholders-commence-legal-proceedings-to-protect-basic-right-of-shareholders-300252193.html
SOURCE Petroleum Independent & Exploration, LLC