SINGAPORE and PORT MORESBY, Papua New Guinea, June 30, 2016 /PRNewswire/ -- InterOil
Corporation (NYSE: IOC; POMSoX: IOC) has received from a third
party an unsolicited, conditional, non-binding proposal to acquire
100% of the outstanding common shares of InterOil. The non-binding
proposal is subject to a number of conditions, including (among
others) satisfactory completion of due diligence. Consistent with
its fiduciary responsibilities, the InterOil Board of Directors, in
consultation with its legal and financial advisors, is carefully
reviewing and considering the unsolicited proposal.
The InterOil Board of Directors has taken the necessary steps
under InterOil's existing agreement with Oil Search Limited to
permit InterOil to engage in further discussions and negotiations
with the third party. There can be no assurance that any
transaction will result from the unsolicited proposal or that the
third party will ultimately enter into a definitive agreement to
acquire InterOil. InterOil's Board of Directors does not intend to
comment further on the unsolicited proposal until a transaction is
negotiated with the third party or the unsolicited proposal is
withdrawn.
The InterOil Board of Directors continues to unanimously
recommend the Oil Search transaction to its shareholders.
As previously announced on May 20,
2016, InterOil entered into a binding agreement to be
acquired by Oil Search. The Special Meeting of InterOil
shareholders to consider the Oil Search transaction is scheduled
for July 28, 2016. On June 28, 2016, the Supreme Court of Yukon issued an interim order authorizing,
among other things, the holding of the Special Meeting at which
InterOil security holders will be asked to approve the Oil Search
transaction.
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
|
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 holding of the Special Meeting and the mailing of Management
Information Circular. 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,
including but not limited to the size or timing of any payment
under the CVR, 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 third party acquisition proposal, and those factors
in InterOil's annual report for the year ended December 31, 2015 on Form 40-F, its Annual
Information Form for the year ended December
31, 2015 and the Management Information Circular. 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
Plan of Arrangement with Oil Search 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 in the Arrangement 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
letter does not constitute an offer to sell or the solicitation of
an offer to buy any securities.
There can be no assurance that the Arrangement will occur. The
proposed Arrangement is 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 Arrangement Agreement and are provided in a management
information circular 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-receives-unsolicited-conditional-non-binding-proposal-continues-to-recommend-transaction-with-oil-search-300292621.html
SOURCE InterOil Corporation