Urges Shareholders to Vote FOR the Value-Creating
Transaction with ExxonMobil
Special Meeting scheduled for February
14, 2017
SINGAPORE and PORT MORESBY, Papua New Guinea, Jan. 16, 2017 /PRNewswire/ -- InterOil
Corporation (NYSE: IOC, POMSox: IOC) today announced that it has
filed and commenced mailing a management information circular (the
"Circular") in relation to the proposed transaction with Exxon
Mobil Corporation (NYSE: XOM) ("ExxonMobil"). The special meeting
of holders of InterOil's common shares, options and restricted
share units (the "Meeting") to vote on the proposed transaction
with ExxonMobil is scheduled to be held on February 14, 2017 in New York City. Shareholders of record as of
January 10, 2017 will be entitled to
vote at the Meeting.
To be counted, all proxies must be received by 12:00 PM
ET on February 10, 2017.
If the requisite approval of InterOil's securityholders is
obtained, InterOil will seek court approval of the
transaction.
InterOil Board Recommends Shareholders Vote FOR the
Transaction
As previously announced on December 15,
2016, InterOil and ExxonMobil have entered into an Amended
and Restated Arrangement Agreement. Following receipt of the
unanimous recommendation of an independent Transaction Committee
("the Committee") of the InterOil Board of Directors, the
InterOil Board of Directors has unanimously recommended that
InterOil shareholders vote FOR the proposed transaction with
ExxonMobil.
The Circular, which includes a letter to shareholders from
InterOil Chairman, Chris Finlayson,
provides important information about the background of the
transaction, the Committee's review process, the reasons for the
Committee's and the Board's recommendation and the value-creating
benefits of the transaction.
The Circular and other materials regarding the proposed
transaction with ExxonMobil can be found
at http://www.interoil.com/exxonmobil-transaction, or in
InterOil's filings
on www.sedar.com and www.sec.gov.
VOTE TODAY
Shareholders are encouraged to vote FOR the ExxonMobil
transaction TODAY, but no later than the deadline, online at
www.proxyvote.com, by telephone at 1-800-454-8683 in the U.S. or
1-800-474-7493 in Canada or by
completing, signing and dating the enclosed proxy and returning it
in the enclosed postage-paid envelope by 12:00PM ET on February 10,
2017.
For assistance, contact Mackenzie
Partners, Inc. at U.S. (800) 322-2885 and International +1 (212)
929-5500, or iocproxy@mackenziepartners.com.
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
James Golden / Aaron
Palash
Joele Frank,
Wilkinson Brimmer Katcher
|
T: +1 212 355
4449
E:
ioc-jf@joelefrank.com
|
Forward Looking Statements
This communication includes "forward-looking statements". All
statements, other than statements of historical facts, included in
this communication are forward-looking statements. Such
forward-looking statements may include, without limitation,
statements regarding the pending transaction with ExxonMobil,
the holding of the Meeting and the timing of such
Meeting, the timing to consummate the proposed
transaction with ExxonMobil, the ability to satisfy the conditions
to consummation of the proposed transaction (including, but not
limited to, approval by InterOil shareholders and the required
approvals from the Yukon courts),
the timing or outcome of the resource certification process for the
Elk-Antelope field as applicable to the contingent resource
payment. 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. 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 assumptions, risks and
uncertainties relating to the risk that a condition to closing of
the proposed acquisition may not be satisfied (including obtaining
required approval of InterOil shareholders and the required orders
from the Yukon court with respect
to the transaction), the timing or outcome of the resource
certification process for the Elk-Antelope field as applicable to
the contingent resource payment, the size of the
resources in the Elk-Antelope field or any change in the estimate
or calculation of such resource size, the outcome of the drilling
of the Antelope-7 well, and other risk factors discussed in
the Circular, InterOil's 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, and under the
heading "Factors Affecting Future Results" available through the
"Investors" section on ExxonMobil's website and in Item 1A of
ExxonMobil's 2015 Form 10-K. 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 ExxonMobil transaction 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 ExxonMobil transaction 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
document 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
ExxonMobil will occur. The ExxonMobil transaction 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/interoil-files-management-information-circular-for-proposed-transaction-with-exxonmobil-300391232.html
SOURCE InterOil Corporation