If IOC does get a takeover bid, don't forget the 'poison pill' shareholders rights agreement that is in effect for IOC.
Here is a little refresher:
(April 24, 2013, 3:32 PM ET) -- InterOil Corp. has adopted a poison pill designed to keep any hostile bidder under 20 percent as it weighs possible joint venture partners for its $6 billion liquefied natural gas export project in Papua New Guinea, the company said Wednesday.
The Canadian energy company said the new plan ensures “that all shareholders are treated fairly in connection with any takeover offer for the company” and that the board isn't blindsided by an unsolicited bid. The record date for participation in the rights plan is May 29.
To avoid triggering the pill, any would-be buyer must make a bona fide tender offer for all of InterOil, which has a market capitalization of about $3.9 billion. The offer must remain open for 60 days, and if the bidder gets a majority of shares, it can take control.
If a buyer doesn't play by the rules, existing stockholders can buy new shares at a steep discount to market price, effectively diluting the would-be raider.
Poison pills are less common among Canadian companies, and their legal standing somewhat shakier. But two proposals unveiled last month may strengthen them. One, from Canada's national securities oversight body, would no longer let provincial regulators overturn a poison pill, which happens in some cases in as little as two months. Another, from Quebec's regulator, would let boards adopt poison pills without shareholder consent.
Together, the changes are likely to give boards more firepower to fend off unwanted suitors.
InterOil stressed that its own pill, which shareholders will vote on at a June 24 meeting, is not in response to any particular threat. But the company is on the hunt for a Big Oil partner for its $6 billion LNG export project in Papua New Guinea and may be trying to keep the sale process from turning into a full-blown takeover attempt.
Papua New Guinea officials formally approved the project in November after more than six months of tense negotiations, on the condition that InterOil, which has never managed a project this large, bring in a proven operator. Morgan Stanley, Macquarie Capital Inc. and UBS AG ran the sales process and came up with several bidders, InterOil confirmed in early March.
The company has not yet chosen a winner, but said last week that confidential negotiations are ongoing, and that it will comment once it reaches an agreement. Last month, it sold a 10 percent stake to Pacific Rubiales Corp. — a company CEO Phil Mulacek said has “a track record of successful exploration and production development” — but that appears to have been separate from its agreement with the PNG government.
Wednesday's announcement comes a day after Mulacek, who founded InterOil in 1997, said he would resign as CEO effective May 1. His 15-year tenure has overseen InterOil's development of its PNG licenses, but has been fraught with stumbles on the way to commercialization.
Papua New Guinea has been a popular, but troubled destination for big energy projects. The island nation is thought to hold more than 22 trillion cubic feet of natural gas, according to U.K.-based consulting firm Wood Mackenzie, and its proximity to China, Japan, Korea and India — all among the world's top five LNG importers — offer a built-in market.
ExxonMobil Corp. is sinking some $2 billion in equity and $3.75 billion in its own co-lending package to develop a $15.7 billion LNG project there.
But the island hasn't been the most hospitable host. Both Exxon and InterOil Corp. have seen operations waylaid by land disputes, government demands and violence from locals. Development at Exxon's field stalled for months in 2011 when local residents demanded more money for their land and threatened oil workers, and InterOil was recently pressured into giving the PNG government and locals more ownership in its project.
InterOil's Australian and PNG counsel is Gadens. In the U.S., it is represented by Haynes and Boone LLP.
Source: http://www.interoil.com/investor-relatio...reholders/
Also another article regarding the poison pill:
[Source:] http://www.law360.com/articles/435622/in...-for-6b-jv
And the actual shareholder's rights agreement is at:
http://www.interoil.com/company/governance/ (under 'Shareholders Rights Plan Agreement').
Finally, I note that this Agreement was amended in August of this year. Does anyone recall any notice of that amendment or what it actually was?
