Following the previously announced decision by the Court of Appeal of Yukon to allow an appeal lodged by Phil Mulacek, InterOil’s Independent Transaction Committee (“the Committee&rdquo, consisting of four independent and experienced directors of InterOil, are undertaking a detailed and thorough review process relating to the proposed transaction, with the support of independent legal counsel and BMO Capital Markets, an independent financial advisor.

"Those in the know call BDO".

So we called BMO. They have offices in Singapore.

"BMO Capital Markets Corp. provides investment banking and financial advisory services. The firm offers mergers and acquisitions advisory, private placements, securitization, and equity and debt underwriting services. Additionally, it provides security brokerage, corporate lending, project financing, and market risk management services. The firm caters to aerospace, food, chemicals, mining, healthcare, energy and power, and media and entertainment industries. BMO Capital Markets Corp. was formerly known as Harris Nesbitt Corp and changed its name in June 2006. The company was founded in 1988 and is based in New York, New York. BMO Capital Markets Corp. operates as a subsidiary of BMO Financial Corp."

'Stavros' pid='78303' dateline='<a href="tel:1481635 Wrote:To my opinion, the only way this can be positively resolved is if a new offer, based on this new valuation, is accepted by Dr Mulacek, and he subsequently withdraws his law suit. Mr Hession can go to Cuba and stay there.

I agree.  What can this short extension achieve?  The deal is dead.  The court has ruled.  It can't be undone.  Perhaps this is what they are doing.  IOC and XOM are renegotiating the deal so that it will have new conditions and a new timeline, but it will be labeled by MH as the same deal but with improvements.  Perhaps doing it under that framework gives them procedural short cuts.  So between now and Dec 21 we'll be hearing of the newly announced deal with an expedited shareholder voting process to be concluded BEFORE A7 IS EVALUATED AND BEFORE THE RECERTIFICATION IS DONE.  PM will have to sue all over again if he doesn't liike this one.

In any case I sense another attempt by MH and XOM to rip us off.  Surely XOM does not want to delay and have to contend with higher oil prices, A7 positive results and higher recertification.  For them this is one of 2 outcomes - snatch victory from the jaws of defeat OR snatch defeat from the jaws of victory.

Hopefully the shareholders that have voted yes have woken up.

FYI: The independent financial advisory firm that IOC has chosen to use is BMO Capital Markets, which is the investment banking subsidiary of Canadian Bank of Montreal. Probably a wise move on their part, considering the poor corporate governace reputation IOC now has with the Canandian courts.

'Kaliboo' pid='78309' datel Wrote:

'Stavros' pid='78303' dateline='<a href="tel:1481635 Wrote:To my opinion, the only way this can be positively resolved is if a new offer, based on this new valuation, is accepted by Dr Mulacek, and he subsequently withdraws his law suit. Mr Hession can go to Cuba and stay there.

I agree.  What can this short extension achieve?  The deal is dead.  The court has ruled.  It can't be undone.  Perhaps this is what they are doing.  IOC and XOM are renegotiating the deal so that it will have new conditions and a new timeline, but it will be labeled by MH as the same deal but with improvements.  Perhaps doing it under that framework gives them procedural short cuts.  So between now and Dec 21 we'll be hearing of the newly announced deal with an expedited shareholder voting process to be concluded BEFORE A7 IS EVALUATED AND BEFORE THE RECERTIFICATION IS DONE.  PM will have to sue all over again if he doesn't liike this one.

In any case I sense another attempt by MH and XOM to rip us off.  Surely XOM does not want to delay and have to contend with higher oil prices, A7 positive results and higher recertification.  For them this is one of 2 outcomes - snatch victory from the jaws of defeat OR snatch defeat from the jaws of victory.

Hopefully the shareholders that have voted yes have woken up.

The Appeallate Court did not kill the deal. What they did is overturn the lower courts final approval of the deal and, in addition, rule that the shareholder vote was tainted because of inadequate disclosures by IOC, stemming mainly from the insufficiently independent 'fairness opinion'.

IOC and Exxon can revive the same deal, get a new and independent fairness opinion, have the BOD approve the deal again [I believe that the MH double payment may or may not be still in play], issue a new MIC with a new shareholder vote date, and go forward with a vote and then seek 'final approval' again from the lower court.

There is still a question of conflict of interest with MH's compensation and the BOD, but that may not be enough to have the Yukon court not approve this 'new' deal, particularly if the shareholder vote again comes in above 75%.

Additionally, the new fairness opinion does not necessarily need to be an opinion with detailed facts and figures regarding the NAV of all of IOC assets. It just needs to be independent, not linked to a payment which is based on the success of the deal, and include a bit more analysis of IOC assets than the wholly inadequate Morgan Stanley opinion. This new opinion will, no doubt, still find that this deal is "fair".

Phil may again attempt to block the final approval of this 'newly independently appraised and fair' deal in court, but he will have far less ammunition this go-round, as the IOC and Exxon lawyers now have the Appellate Court decision as a blueprint for how to proceed to Final Approval. I think some SHU members are assuming that Phil has any power at all over this particular deal. He only has his legal attempts to stop a 'final approval' which, as I note, has a far less chance to succeed this time around. He, of course, can take other legal steps against the BOD and CEO regarding their malfeasance and corporate misconduct, but none of those legal manueverings will stop this deal if, again, the shareholder vote is YES by over 67% and there has been an independent 'fairness opinion',

I don't expect any better terms from Exxon and I don't really expect any other outcome than final approval of the deal. This leaves No/Dissent as a much more viable vote this time around, as I do believe that the Yukon courts will expedite a court-ordered appraisal of all of IOC assets to determine 'fair value', using a NAV approach, and not a 'market value' approach. Such an appraisal will also come after A7 results and the Total certification numbers, though will not necessarity include the future value of the 2nd Total certification which is now part of the SPA.

"InterOil’s Independent Transaction Committee (“the Committee), consisting of four independent and experienced directors of InterOil, are undertaking a detailed and thorough review process relating to the proposed transaction, with the support of independent legal counsel and BMO Capital Markets, an independent financial advisor."

"Dr. William Ellis Armstrong, Chairman of the Committee said, “We are pleased to have reached an agreement with ExxonMobil to extend the outside date and expect to be in a position to update shareholders on the progress of our deliberations shortly.”

Who is on the Transition Committee? Dr. William Ellis Armstrong, Chaiman, and three of the remaining four Independent Directors:

Ellis Armstrong, Independent Director
Biography
Dr. Ellis Armstrong is a citizen of the United Kingdom and has more than 30 years of international oil and gas experience with BP in the Caribbean and Latin America, Venezuela, Alaska and the North Sea. He held senior strategy, commercial and operational roles with BP and ran the company's technology group, was the group's Commercial Director, and was Chief Financial Officer for the group's global exploration and production business. He is also a non-executive director of Lamprell plc, a diversified engineering and contracting company that is listed on the London Stock Exchange, and Lloyds Register, a leading international risk assurance firm. Dr. Armstrong was BP's representative on advisory boards to the UK Department of Energy and Climate Change and the Institute of Americas, and was executive sponsor of BP's relationship with Imperial College, London. He is a civil engineer from Imperial College and has a business degree from Stanford University.

Ford Nicholson, Independent Director
Biography
Ford Nicholson is a Canadian citizen and is the President of Kepis & Pobe Financial Group that specializes in developing international energy and other natural resource assets. Over the past 25 years, Mr. Nicholson has provided executive management to several international projects. He was a co-founder and director of Nations Energy Ltd. producing heavy oil in Kazakhstan and a founding shareholder and former board member of Bankers Petroleum Ltd. producing heavy oil in Albania. Mr. Nicholson was also a board member of Tartan Energy Inc., a heavy oil company based in California. Mr. Nicholson is chairman of TSX-listed BNK Petroleum Inc. producing and exploring for unconventional natural gas in Europe and the US. He is also on the president's council of the International Crisis Group. Mr. Nicholson lives in British Columbia, Canada.

Yap Chee Keong, Independent Director
Biography
Yap Chee Keong is a Singaporean citizen and is the Chairman and non-executive independent director of CityNet Infrastructure Management Pte Ltd, the trustee manager of Netlink Trust. He is the lead independent director of Tiger Airways Holdings Limited, a non-executive independent director of Citibank Singapore Limited, Olam International Limited and Media Corp Pte Ltd and a non-executive director of The Straits Trading Company Limited, Certis CISCO Security Pte Ltd and ARA Asset Management Limited. He also serves as a board member of the Accounting and Corporate Regulatory Authority and as a member of the Public Accountants Oversight Committee. Mr. Yap was previously the Executive Director of The Straits Trading Company Limited and the Chief Financial Officer of Singapore Power Ltd. He has also worked in various senior management roles in multinational and listed companies. He was a member of the Working Group of the Corporate Governance Oversight Committee of the Monetary Authority of Singapore. He holds a Bachelor of Accountancy from the National University of Singapore and is a Fellow of the Institute of Singapore Chartered Accountants, a Fellow of CPA Australia and a Fellow of the Singapore Institute of Directors.

Rabbie Namaliu, Independent Director
Biography
Sir Rabbie Namaliu is a Papua New Guinean citizen and served as Prime Minister of Papua New Guinea from 1988 until 1992. Sir Rabbie was Speaker of the National Parliament between 1994 and 1997 and Minister for Foreign Affairs and Trade from 1982 until 1984. He has held several other senior government posts since his election to parliament in 1982. He is independent non-executive director of Perth-based Marengo Mining Limited and he has been Chairman of the board of the publicly listed investment firm, Kina Asset Management Ltd, since 2008. He is a member of the PNG Institute of Directors. Sir Rabbie chaired our PNG Advisory Committee from August 2011 to June 2012 until his appointment to the Board in July 2012.


Wilson L. Kamit, Independent Director
Biography
Sir Wilson Kamit is a Papua New Guinean citizen and former Governor of the Bank of Papua New Guinea and Chairman of its board. In that capacity, he also served as the alternate governor representing Papua New Guinea at the International Monetary Fund. After his retirement, Sir Wilson joined the board of the Asian Development Bank as the alternate executive director representing the Republic of Korea, Papua New Guinea, Sri Lanka, Taipei, China, Uzbekistan, Vanuatu and Vietnam. Sir Wilson began his career at the Bank of Papua New Guinea, where he had management roles until being appointed Deputy Governor. Sir Wilson has a degree in economics from the University of Papua New Guinea and he is a senior fellow of the Corporate Directors Association of Australia, an honorary fellow of the PNG Institute of Banking and Business Management Inc., and a member of the Papua New Guinea Institute of Directors Inc. He was made a Commander of the British Empire in June 2000 and knighted in June 2009 by the Queen of England.

It seems a little odd that the PR quotes Dr. Elllis Armstrong instead of MH.

'petrengr1' pid='78316' datel Wrote:

It seems a little odd that the PR quotes Dr. Elllis Armstrong instead of MH.

I think the reason is to show that the "independent" directors are guiding this rather than management.  My recollection is that one of the judges noted the passivity of or lack of evidence that the independent directors were acting appropriately.