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InterOil shareholders approve ExxonMobil acquisition offer
2016/09/21
ExxonMobil to pay $45 per share plus additional cash payment based on Elk-Antelope resource size. Boards of directors of both companies unanimously approve terms of agreement.
InterOil announced that at a “Special Meeting held today, its shareholders overwhelmingly voted to approve the transaction with Exxon Mobil” as “more than 80 percent were in favor of the proposed transaction.”
"This transaction delivers shareholders a material and immediate premium, a potential direct cash payment based on the Elk-Antelope resource certification and exposure to future value through ownership of ExxonMobil shares,” said InterOil chairman Chris Finlayson.
The transaction is expected to close by the end of September 2016. “InterOil intends to seek a final order with respect to the plan of arrangement at a hearing in the Supreme Court of Yukon, which is scheduled for September 27, 2016.”
Backgrounds:


On 20 May 2016, Oil Search confirmed that it offers to buy 100% of InterOil for $2.2 billion and then sell down majority stakes in InterOil's upstream assets to Total for about $1.2 billion. InterOil’s current market capitalization is roughly $1.57 billion.
The result was that Total and Oil Search will together progress the planned Papua LNG project, while also looking at the possibility of cooperation or even "integration" with the existing PNG LNG facility in which Oil Search holds a stake.
Following Oil Search’ acquisition of InterOil, the Papua LNG joint venture will be run by Total with an increased stake of 48.1%, Oil Search with 29% and the PNG government with 22.5%, assuming the government exercises its back-in rights.
"In line with our strategy to hold significant interest when we are operator, we will increase our operated interest to a more material level to drive the future development of the Papua LNG project, a low cost onshore LNG project close to Asian markets," Total said in a statement.
On 21 Jul. 2016, Exxon Mobil and InterOil announced an agreed transaction worth more than $2.5 billion, under which the US supermajor will acquire all of the outstanding shares of InterOil.
“InterOil’s resources will enhance ExxonMobil’s already successful business in Papua New Guinea and bolster the company’s strong position in liquefied natural gas,” said Rex W. Tillerson, CEO of Exxon Mobil.
InterOil confirmed that its board of directors has concluded that ExxonMobil transaction delivers superior value to its shareholders as “they will also benefit from their interest in ExxonMobil’s diverse asset base and dividend stream.”
When concluded, this transaction will give ExxonMobil access to InterOil’s resource base, which includes interests in six licenses in Papua New Guinea covering about four million acres, including PRL 15. The Elk-Antelope field in PRL 15 was the anchor field for the proposed Papua LNG project.
ExxonMobil intends to feed acquired Elk-Antelope gas resources to its proposed PNG LNG plant’s expansion project (third train and may be fourth train). “This would take advantage of synergies offered by expansion of an existing project to realize time and cost reductions that would benefit the PNG Treasury, the government’s holding in Oil Search, other shareholders and landowners.”
“In addition to InterOil shareholder and court approvals, the ExxonMobil Transaction is also subject to other customary conditions. Subject to obtaining the aforementioned approvals and satisfaction of closing conditions, the ExxonMobil Transaction is expected to close in September, 2016.”

Source(s) ExxonMobil, Interoil, Image courtesy of PNG LNG