'Li'loilady'

From the replay of an RJ / Pavel conference call with Hession and gang regarding the deal. May 24:  Per Hession, there will be 2 Resource  Evaluators, chosen out of the following 3:

Ryder Scott,  Beicip,  and Miller and Lents, Ltd.

It was decided that Gaffney Cline and Nederland Sewall were "tainted" because they're working for OSH right now. The evaluators they're choosing from now are the 3 left on our original SPA list.  Nothing suspicious with this, I don't think.  I would have preferred folks who are already familiar with our field, however.

Total picks 1 resource evaluator and a  "CVR subcommittee" picks the other one.  This subcommittee is made up of 2 IOC directors + 2 OSH directors + 1 "independent chairperson."  This subcommittee will "oversee" the CVR process from beginning to end.

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So...us shareholders have a subcommittee to "oversee" this process for us?  Is the ability to "oversee" an actual legal term?  Are there specifically defined and articulated legal entitlements and remedies included as part of this "overseeing" right?  It sounds somewhat like meaningless window-dressing designed to elicit false security...and.acceptance of the deal.  If "overseeing" means what I think it does (i.e. "watching", then I guess I can "oversee" it all too.     

'rjscotton' pid='71511' datel Wrote:Whether the White or Blue ballot wins, there is another option that may have the best chance of increasing the value IOC's shareholders ultimately receive. That option is to file a lawsuit that is successful in delaying the shareholder vote on the OSH transaction until an independent 3rd party evaluation can be completed for IOC's assets. I agree that, in some respects, nothing really changes until MH and the current IOC BOD are removed, but we desperately need an appraisal by an O & G expert that can provide an independent valuation of IOC. It will be difficult for the institutional shareholders to vote Yes for the OSH deal if there is a substantial difference in what IOC shareholders should receive based on an independent 3rd party appraisal vs. the OSH deal as currently constructed. We should not forget that the institutional fund managers also have a legal obligation to properly perform their fiduciary responsibilities. At this juncture, we have an excellent opportunity to delay the vote on the OSH transaction until a court ordered evaluation of IOC's assets can be completed. After the evaluation is complete & depending on what it shows relative to the OSH proposed transaction, it may then be a relatively easy task to remove MH & the IOC BOD. I think a potential outcome of having an independent appraisal performed, is that the O & G expert appointed by the court may conclude that the final appraisal of IOC's assets needs to be finalized after Antelope 7 is completed. At that time, the final certification of the E/A resource can more reasonably be determined and included along with all of IOC's other assets into a proper valuation. The current shareholders of IOC should not discount the power of a plaintiff's position in a lawsuit. It is difficult for a defendant in a lawsuit to overcome the subpoena power of the court. If the defendant were to be successful in that endeavor, it would thwart the plaintiff's discovery objectives. We are where we are today because Total has recognized and believes in the huge value of IOC's assets. Most of this value is derived from IOC's lease positions. We need to do what is necessary to hold onto these lease positions until Total realizes they need to pay a fair market value for them! It's not a great deal different that what we faced when Shell tried to go through the back door to get IOC's assets. It's just a different, more subtle approach by another major O & G company. The current conundrum IOC shareholders have is with Total, not OSH. OSH and MH and IOC's BOD are simply facilitators for Total.

Rjscotten - Thanks for your comments . Your 5th paragraph says it all ....Total " DOES" recognize the HUGE value of IOC's assests . As Stavros has pointed out ,they will slowly acquire "the whole ball of wax" ( my words  summerizing what he has stated). First IOC will be gone,then (very likely) , OSH . In a few years,  .[ Big , patient ,slowly manuvering and with money and/or borrowing power ,] Total will get what they know will be a 30 to 40 year Arun type asset. ( ...with all our great leases,could easily be longer .)

We voted all our family shares "blue" ,but we still may wind up (temorarily) as owners of OSH stock.  May "the force" (any good force) be with us." border="0" class="smilie" src="http://shareholdersunite.com/mybb/images/smilies/huh.gif" />

'CAC' pid='71550' datel Wrote:

'Li'loilady'

From the replay of an RJ / Pavel conference call with Hession and gang regarding the deal. May 24:  Per Hession, there will be 2 Resource  Evaluators, chosen out of the following 3:

Ryder Scott,  Beicip,  and Miller and Lents, Ltd.

It was decided that Gaffney Cline and Nederland Sewall were "tainted" because they're working for OSH right now. The evaluators they're choosing from now are the 3 left on our original SPA list.  Nothing suspicious with this, I don't think.  I would have preferred folks who are already familiar with our field, however.

Total picks 1 resource evaluator and a  "CVR subcommittee" picks the other one.  This subcommittee is made up of 2 IOC directors + 2 OSH directors + 1 "independent chairperson."  This subcommittee will "oversee" the CVR process from beginning to end.

*******

So...us shareholders have a subcommittee to "oversee" this process for us?  Is the ability to "oversee" an actual legal term?  Are there specifically defined and articulated legal entitlements and remedies included as part of this "overseeing" right?  It sounds somewhat like meaningless window-dressing designed to elicit false security...and.acceptance of the deal.  If "overseeing" means what I think it does (i.e. "watching", then I guess I can "oversee" it all too.     

While wording like this: "No member of the Certification Subcommittee owes any duty of care, or will otherwise be liable, to the CVR Note holders in respect of the performance of their duties as members of the Certification Subcommittee" is included in the agreement, it is quite clear that the certification committee will be specifically NOT working in the shareholders best interest.

'Palm' pid='71592' datel Wrote:Not at all. This language is a CYA statement given the volatile situation surrounding the deal. They are not/cannot dodge responsibility for acting prudently in serving in this role. And aa "breach" lawsuit can't be brought for something they haven't done yet. If they fulfill their duties (which they are doing by serving in this role for each party) and act as they should, no problems. However, they know they will invite trouble and lawsuits should they somehow taint the process. The resource estimates will have to be made public, no way around that. Otherwise they know it's trouble. But to assume that just because this oversight would be in place spells doom or today would allow a breach lawsuit is a bit paranoid.

Palm, considering the way the BOD and management have approached (a) the running of the company, (b) the contradictory communication with the shareholders, © the selctive disclosure, (d) this deal, and (e) their continued stream of mistruth, What part of their attitude toward their fuduciary duties would lead us to not be "a bit paranoid"?

Phil has now clearly stated that he has no interest in taking over IOC, or running IOC, but he wants a better deal for all the shareholder, including himself. That is a train I can ride.