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MIC delivered today - Printable Version

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RE: MIC delivered today - Northoil - 01-25-2017

[quote='Li'loilady' pid='79143' dateline='1485303112']

I just re-read the Appeals Courts ruling.  Although it's a long read, it's not particularly arduous in terms of legalese gobbledygook.

http://shareholdersunite.com/mybb/showthread.php?tid=11462

Under his point [30] the opinion writing judge presents the relevant aspects of Phil's case.
"He deposed: The project development timeline anticipates completion of appraisal drilling in 2016, resource confirmation in 2017, and commercial production in 2022. The terms and structure of the ExxonMobil Transaction unfairly and inappropriately deny Interoil shareholders any reasonable retained participation in, or compensation for, the vast upside of potential value of the resource. This is particularly egregious given the fact that I believe a development decision on this gas field asset is imminent, which will materially de-risk the project and unlock additional value. In my view, the terms and structure of the ExxonMobil Transaction fail to provide fair consideration to Interoil shareholders. Under the … Transaction, Interoil shareholders will receive for each common share of Interoil
(a) a fixed component comprised of ExxonMobil shares worth $45; and
(b) a capped contingent component based on a one-time interim resource estimate.
The absence of any subsequent contingent payments tied to future growth in resource estimates based on recertification after production is underway unfairly denies Interoil’s shareholders any participation in the value upside created through commercialization of this key gas resource asset. This Transaction structure effectively shifts the entire upside potential value of this gas resource to ExxonMobil after the initial recertification payment. In addition, the … Transaction fails to ensure that the interim resource certification process for the contingent payment calculation is fair, transparent, and focused on accurately assessing the potential resource. Among other things, ExxonMobil will run the interim resource certification process without the participation of Interoil’s long-time independent resource appraiser and with no effective oversight or involvement of any Interoil shareholder nominee. The structure and terms of the Transaction in respect of the interim resource certification for the contingent payment unfairly favours ExxonMobil, who is incentivized to achieve a low contingent payment. [Emphasis added.]
[31] Mr. Mulacek takes the view that InterOil failed to provide sufficient information to its shareholders to make a “fully informed decision” in determining whether to approve or reject the bid and in particular that it: … failed to provide any meaningful disclosure of the potential value of the gas field asset, the financial impact of the cap on the contingent payment, the range of value of the gas field asset shareholders will forego in the event the resource certification exceeded the cap, and the risk factors associated with the determination of the contingent payment."  
Also, in another spot this judge wrote, "...a fairness opinion is only one indicator of fairness,"
It seems the appeals court judges ascribe value to the provisions in the SPA we currently have with Total.  Isn't XOM buying acreage, found gas AND our SPA?  FID, 1st gas, and final resource payment.
_____________________________________________________________________________________
Lady - What you're quoting is the judge quoting Mulacek's argument,  NOT what the judge is agreeing with.  If you read the opinion in its entirety, the judges tell you what the chamber judge decided and why, they repeat Mulacek arguments (as you have done), and they repeat IOC's arguments.  Nowhere does the judge, himself, ascribe value to anything.
The entire ruling against IOC was based on the self-interested Fairness opinion and the corporance malfeasance that led to it.  The shareholders vote was deemed not valid because the shareholders were not adequately and independently advised.  Every single one of the judges' objections were answered in the BMO opinion which shouldn't surprise anyone as the appeal judges gave the blueprint on what was wrong and all the lawyers on the IOC/Exxon/BMO side made sure the BMO opinion was totally independent and replete with analysis.  They describe what's in, what's out, the Total payments, NAV, and competitive market of similar transactions.
People are confusing the CONDUCT of the opinion with the ANSWER.  As far as the transaction and shareholder vote, the judge is concerned with the CONDUCT.  Thus, I believe the transaction will be approved by shareholders and the Yukon courts.  The deal will move forward and, as to the ANSWER. the dissenters will then have their day in an entirely separate action.


RE: MIC delivered today - Li'loilady - 01-25-2017

Northoil - Yes, quoting Phil.

In [33] and [34] The judge writes that shareholders should be made aware of "value they would be giving up" as well as be receiving.  But thanks to you and upon more arduous :-) reading, I believe he's more likely referring to the part of the Paradigm report which deemed the cap as unfair as shareholders would be giving up $ for anything over 10T. [37].

I confess, my eye is rather fixed on how the courts might value IOC for the dissenters.

I too think that both shareholders and the court will approve this deal.



RE: MIC delivered today - CAC - 01-25-2017

[quote='Northoil' pid='79148' dateline='1485312545']

[quote='Li'loilady' pid='79143' dateline='1485303112']

I just re-read the Appeals Courts ruling.  Although it's a long read, it's not particularly arduous in terms of legalese gobbledygook.

http://shareholdersunite.com/mybb/showthread.php?tid=11462

Under his point [30] the opinion writing judge presents the relevant aspects of Phil's case.
"He deposed: The project development timeline anticipates completion of appraisal drilling in 2016, resource confirmation in 2017, and commercial production in 2022. The terms and structure of the ExxonMobil Transaction unfairly and inappropriately deny Interoil shareholders any reasonable retained participation in, or compensation for, the vast upside of potential value of the resource. This is particularly egregious given the fact that I believe a development decision on this gas field asset is imminent, which will materially de-risk the project and unlock additional value. In my view, the terms and structure of the ExxonMobil Transaction fail to provide fair consideration to Interoil shareholders. Under the … Transaction, Interoil shareholders will receive for each common share of Interoil
(a) a fixed component comprised of ExxonMobil shares worth $45; and
(b) a capped contingent component based on a one-time interim resource estimate.
The absence of any subsequent contingent payments tied to future growth in resource estimates based on recertification after production is underway unfairly denies Interoil’s shareholders any participation in the value upside created through commercialization of this key gas resource asset. This Transaction structure effectively shifts the entire upside potential value of this gas resource to ExxonMobil after the initial recertification payment. In addition, the … Transaction fails to ensure that the interim resource certification process for the contingent payment calculation is fair, transparent, and focused on accurately assessing the potential resource. Among other things, ExxonMobil will run the interim resource certification process without the participation of Interoil’s long-time independent resource appraiser and with no effective oversight or involvement of any Interoil shareholder nominee. The structure and terms of the Transaction in respect of the interim resource certification for the contingent payment unfairly favours ExxonMobil, who is incentivized to achieve a low contingent payment. [Emphasis added.]
[31] Mr. Mulacek takes the view that InterOil failed to provide sufficient information to its shareholders to make a “fully informed decision” in determining whether to approve or reject the bid and in particular that it: … failed to provide any meaningful disclosure of the potential value of the gas field asset, the financial impact of the cap on the contingent payment, the range of value of the gas field asset shareholders will forego in the event the resource certification exceeded the cap, and the risk factors associated with the determination of the contingent payment."  
Also, in another spot this judge wrote, "...a fairness opinion is only one indicator of fairness,"
It seems the appeals court judges ascribe value to the provisions in the SPA we currently have with Total.  Isn't XOM buying acreage, found gas AND our SPA?  FID, 1st gas, and final resource payment.
_____________________________________________________________________________________
Lady - What you're quoting is the judge quoting Mulacek's argument,  NOT what the judge is agreeing with.  If you read the opinion in its entirety, the judges tell you what the chamber judge decided and why, they repeat Mulacek arguments (as you have done), and they repeat IOC's arguments.  Nowhere does the judge, himself, ascribe value to anything.
The entire ruling against IOC was based on the self-interested Fairness opinion and the corporance malfeasance that led to it.  The shareholders vote was deemed not valid because the shareholders were not adequately and independently advised.  Every single one of the judges' objections were answered in the BMO opinion which shouldn't surprise anyone as the appeal judges gave the blueprint on what was wrong and all the lawyers on the IOC/Exxon/BMO side made sure the BMO opinion was totally independent and replete with analysis.  They describe what's in, what's out, the Total payments, NAV, and competitive market of similar transactions.
People are confusing the CONDUCT of the opinion with the ANSWER.  As far as the transaction and shareholder vote, the judge is concerned with the CONDUCT.  Thus, I believe the transaction will be approved by shareholders and the Yukon courts.  The deal will move forward and, as to the ANSWER. the dissenters will then have their day in an entirely separate action.

*****

Precisely.  Despite the irresponsible trumpeting of one board-poster, the judge did not "agree with a higher valuation". 



RE: MIC delivered today - Palm - 01-25-2017

Northoil has done a great job presenting reality. Exxon knows what they are doing and they have addressed the issues which were a shortfall the first time around. Assuming this deal is approved by shareholders, Exxon/IOC will hold fast to the BMO valuation vs dissenters and budge very little if at all. It's then in the court's hands and they will have to weigh BMO vs Paradigm and you know Exxxon's team will argue hard for the BMO valuation. Will be interesting but people need to be aware of all opportunities and related risks. No slam dunks by any means.

RE: MIC delivered today - Tusker - 01-26-2017

'Palm' pid='79152' datel Wrote:Northoil has done a great job presenting reality. Exxon knows what they are doing and they have addressed the issues which were a shortfall the first time around. Assuming this deal is approved by shareholders, Exxon/IOC will hold fast to the BMO valuation vs dissenters and budge very little if at all. It's then in the court's hands and they will have to weigh BMO vs Paradigm and you know Exxxon's team will argue hard for the BMO valuation. Will be interesting but people need to be aware of all opportunities and related risks. No slam dunks by any means.

Has BMO been paid yet?  Until such time that the parties involved show proof of transfer of funds (fee payment), the BMO valuation is suspect.

I did not read anywhere that the fee has been paid.

Distrust And Verify



RE: MIC delivered today - jft310 - 01-26-2017

Exxon argued against Patadigm last time in court , how did that turn out ??
BMO is being paid for a favorable report , and BMO failed to include all the assets . The odds of BMO
making it through seem slim . Why Exxon didn't learn from the last court challenge falls into the amazing but true facts .
Worst case a dissenter gets the current deal when including all the assets . Best guess is a nice rise in value by dissenting . I trust Phil to get the most out of 3.5 million shares before giving up .
He found these assets and Hession and crew have proven they don't have a clue . He thinks Exxon is stealing the company as did the Appellate Court , I trust the courts to determine Net Asset Value .
Each most decide who is credible and why .

RE: MIC delivered today - Bobby - 01-26-2017

From anyone willing to do so, I would appreciate appreciate a brief comment from our audience of how they are going to vote and why.
I would also be curious to hear why those who will not vote to dissent decided not to.
Thanks in advance
Bobby

RE: MIC delivered today - Northoil - 01-26-2017

'Tusker' pid='79154' datel Wrote:

'Palm' pid='79152' datel Wrote:Northoil has done a great job presenting reality. Exxon knows what they are doing and they have addressed the issues which were a shortfall the first time around. Assuming this deal is approved by shareholders, Exxon/IOC will hold fast to the BMO valuation vs dissenters and budge very little if at all. It's then in the court's hands and they will have to weigh BMO vs Paradigm and you know Exxxon's team will argue hard for the BMO valuation. Will be interesting but people need to be aware of all opportunities and related risks. No slam dunks by any means.

Has BMO been paid yet?  Until such time that the parties involved show proof of transfer of funds (fee payment), the BMO valuation is suspect.

I did not read anywhere that the fee has been paid.

Distrust And Verify

_______________________________________________

Honestly, this is a little silly.  Now we need cancelled checks? You can be sure BMO will be pure as the driven snow.  Again, think TEAMS OF LAWYERS for Exxon and BMO!  They're going to commit fraud to stay on the good side of piss-ant IOC?

On the other hand, who is Paradigm?  How did they come to opine in the case?  Has anyone seen the opinion?  Where are their fees coming from? Since they are not associated with IOC, it's pretty clear they were engaged and paid for by Mulacek.   Was it flat fee? Or are they interested spectators?  Paradigm Capital is an investment banking firm, which means they normally take a peice of the action.  So if there's one opinion you should "distrust and verify", it would be Paradigm's.

And for the record, Exxon/IOC didn't lose the case because of Paradigm's brilliance.  If you read the opinion, Paradigm's points were unapposed. Exxon/IOC didn't bother to rebut, because their case was not built around VALUE, it was built around PROCESS.   The process was:  Fairness opinion, Board review, shareholder vote, approval by Yukon Supreme Court, and available dissention relief. Value didn't enter into it.

They lost from the get-go because of a ridiculous self-interested Fairness opinion.  This time will be different.  The process has been cleaned up and the value has been looked at 10 different ways.  And dissntion relief is still available.



RE: MIC delivered today - Palm - 01-26-2017

Tusker dateline='<a href="tel:1485359524">1485359524</a>' Wrote:

Palm dateline='<a href="tel:1485352547">1485352547</a>' Wrote: Northoil has done a great job presenting reality. Exxon knows what they are doing and they have addressed the issues which were a shortfall the first time around. Assuming this deal is approved by shareholders, Exxon/IOC will hold fast to the BMO valuation vs dissenters and budge very little if at all. It's then in the court's hands and they will have to weigh BMO vs Paradigm and you know Exxxon's team will argue hard for the BMO valuation. Will be interesting but people need to be aware of all opportunities and related risks. No slam dunks by any means.

Has BMO been paid yet?  Until such time that the parties involved show proof of transfer of funds (fee payment), the BMO valuation is suspect.

I did not read anywhere that the fee has been paid.

Distrust And Verify

A question worth asking I suppose Tucker, but in considering what is most likely, I'm willing to believe that there's a very high probability that things with BMO are air-tight.  If Exxon wants something done, they have made sure to have the hired guns on staff who cover all bases.  The one things they screwed up on was Phil's tenacity and they underestimated to what extent he would go to protect his baby.  Maybe they screwed up again, so there is that glimmer of hope.

Cheers!



RE: MIC delivered today - Tusker - 01-26-2017

'Palm' pid='79159' datel Wrote:

'Tusker' pid='79154' dateline='<a href="tel:1485359 Wrote:

'Palm' pid='79152' dateline='<a href="tel:1485352 Wrote:Northoil has done a great job presenting reality. Exxon knows what they are doing and they have addressed the issues which were a shortfall the first time around. Assuming this deal is approved by shareholders, Exxon/IOC will hold fast to the BMO valuation vs dissenters and budge very little if at all. It's then in the court's hands and they will have to weigh BMO vs Paradigm and you know Exxxon's team will argue hard for the BMO valuation. Will be interesting but people need to be aware of all opportunities and related risks. No slam dunks by any means.

Has BMO been paid yet?  Until such time that the parties involved show proof of transfer of funds (fee payment), the BMO valuation is suspect.

I did not read anywhere that the fee has been paid.

Distrust And Verify

A question worth asking I suppose Tucker, but in considering what is most likely, I'm willing to believe that there's a very high probability that things with BMO are air-tight.  If Exxon wants something done, they have made sure to have the hired guns on staff who cover all bases.  The one things they screwed up on was Phil's tenacity and they underestimated to what extent he would go to protect his baby.  Maybe they screwed up again, so there is that glimmer of hope.

Cheers!

Perhaps that screw up may of come due to task at hand.  The transaction committee documented in the MIC that the first contact with BMO was Nov 18th 2016.  The day after a meeting with XOM. The first mention of the Fairness  Opinion  being received was Dec 09th 2016.  15 working days based on a 8 hour working day, or 120 hours for one individual.

BMO states that many different groups created the report.  So... how many individuals on a per hour basis were involved?

$4,000,000.00 USD fee as a cost was quantified mostly as hourly charge?  So... how many hours of work can you buy from BMO for 4 Million dollars?

For grins, lets say 250.00 USD per hour.  That would 16,000 hours of billable time.  250.00 USD per hour for 120 hours one individual.

So... 133 employees of BMO stopped what ever they were doing for 15 business days and worked exclusively on the Fairness Opinion. Nice work, if you can get it.

That seems ridiculous of course, but it does bring up a reasonable suspicion.  Did BMO subcontracted the work to a outside firm.  If non BMO employees/firms were contracted to completed tasks on behalf of BMO there is a question of conflict.  Especially if the outside firms involved have current or past business with XOM or subsidery operations in Canada.

Also note, the Vice Chairman/committee member has been a participant in Canadian commerce as a Canadian National in the oil and gas industry for say 40 years.  What has been the past relationship with BMO both private and public prior the the election and call to BMO for the Fairness Opinion.  Did this individual have past business, continuing business or loans with BMO private or public?