Can we infer a counterbid?

[davidhmtk]

According to the terms of the merger agreement between IOC and OSH, once IOC's financial advisors and BOD have evaluated a replacement bid and determined that it is a Superior Proposal, there is a mandatory 3 day period where OSH ( or Total ) can counterbid.  During that 3 day period, IOC is not allowed to announce that there is a Superior Proposal.  The bid was announced July 1 and if you believe Reuters, mirrors the OSH deal, but is larger.  So the evaluation process is perunctory, as XOM intended.  That can't take 12 days, they must be more than 3 days past their evaluation.  Since IOC hasn't announced that XOM's proposal is superior, I suggest that we can infer that there was a counterbid, which is being evaluated currently.

[Kaliboo]

According to the terms of the merger agreement between IOC and OSH, once IOC's financial advisors and BOD have evaluated a replacement bid and determined that it is a Superior Proposal, there is a mandatory 3 day period where OSH ( or Total ) can counterbid.  During that 3 day period, IOC is not allowed to announce that there is a Superior Proposal.  The bid was announced July 1 and if you believe Reuters, mirrors the OSH deal, but is larger.  So the evaluation process is perunctory, as XOM intended.  That can't take 12 days, they must be more than 3 days past their evaluation.  Since IOC hasn't announced that XOM's proposal is superior, I suggest that we can infer that there was a counterbid, which is being evaluated currently.

Good thing that the XOM offer is the same structure, as the rumors suggest.  It is much easier and faster to evaluate a counter bid that is X+Y > X, where X = the OSH proposal as is, and Y = the incremental value XOM is adding in their bid rather than Z > X, where Z is a very different proposal structure from the OSH structure.  This prevents MH and his Board of Destructors from making the claim that the very different XOM proposal, Z, is somehow less than X when in fact it will be much better.  For OSH to snooker this from us, they will have to add a new element to their offer rather than simply increase the other too components, as XOM will easily outbid them.  But if their bid structures (i.e.. OSH and XOM) become dissimilar, then that gives MH and the Destructors the leeway for slight of hand in "analysing" the counter offer.  It seems as shareholders we should have the right to see all offers made to decide for ourselves whether the IOC management is not cheating.

[davidhmtk]

According to the terms of the merger agreement between IOC and OSH, once IOC's financial advisors and BOD have evaluated a replacement bid and determined that it is a Superior Proposal, there is a mandatory 3 day period where OSH ( or Total ) can counterbid.  During that 3 day period, IOC is not allowed to announce that there is a Superior Proposal.  The bid was announced July 1 and if you believe Reuters, mirrors the OSH deal, but is larger.  So the evaluation process is perunctory, as XOM intended.  That can't take 12 days, they must be more than 3 days past their evaluation.  Since IOC hasn't announced that XOM's proposal is superior, I suggest that we can infer that there was a counterbid, which is being evaluated currently.

Good thing that the XOM offer is the same structure, as the rumors suggest.  It is much easier and faster to evaluate a counter bid that is X+Y > X, where X = the OSH proposal as is, and Y = the incremental value XOM is adding in their bid rather than Z > X, where Z is a very different proposal structure from the OSH structure.  This prevents MH and his Board of Destructors from making the claim that the very different XOM proposal, Z, is somehow less than X when in fact it will be much better.  For OSH to snooker this from us, they will have to add a new element to their offer rather than simply increase the other too components, as XOM will easily outbid them.  But if their bid structures (i.e.. OSH and XOM) become dissimilar, then that gives MH and the Destructors the leeway for slight of hand in "analysing" the counter offer.  It seems as shareholders we should have the right to see all offers made to decide for ourselves whether the IOC management is not cheating.

My best guess is that the counterbid to Exxon's bid will guarantee a substantial base payment from the CVR ( a floor ).   My reasoning is that all parties now know that the appraisals will be substantial ( after looking at both the OSH-IPI appraisals) and therefore these $$ would be paid anyway to IOC shareholders.   Best guess, $45/sh + floor of $15/sh for the CVR.

[Libtardius Maximus]

My guess, higher pps with lower CVR plus its XOM shares and not OSH aussie exchange nonsense. Every article written claims the aussie component is a sticking point. I know it is for me.

[ArtM72]

A NO vote on the 28th will reveal all that 3 day superior offer language for what it is: mumbo jumbo.

I'm thinking only Exxon can reveal its proposal as they are the only party to this party not constrained to say or do anything that might undermine this crappy OSH deal. XOM might choose to simply say prior to the 28th 'we have put on the table (please not "tabled"!) a substantially better offer for IOC assets (or all of IOC) and recommend any IOC shareholders not already having voted "NO" to the OSH offer reconsider their vote so they might help assure our superior proposal is properly considered."

[wapitidropiti]

My guess, higher pps with lower CVR plus its XOM shares and not OSH aussie exchange nonsense. Every article written claims the aussie component is a sticking point. I know it is for me.

It's a sticking point for me as well. Especially compared to an XOM swap with no taxable event.

[CAC]

Good thing that the XOM offer is the same structure, as the rumors suggest.  It is much easier and faster to evaluate a counter bid that is X+Y > X, where X = the OSH proposal as is, and Y = the incremental value XOM is adding in their bid rather than Z > X, where Z is a very different proposal structure from the OSH structure.  This prevents MH and his Board of Destructors from making the claim that the very different XOM proposal, Z, is somehow less than X when in fact it will be much better.  For OSH to snooker this from us, they will have to add a new element to their offer rather than simply increase the other too components, as XOM will easily outbid them.  But if their bid structures (i.e.. OSH and XOM) become dissimilar, then that gives MH and the Destructors the leeway for slight of hand in "analysing" the counter offer.  It seems as shareholders we should have the right to see all offers made to decide for ourselves whether the IOC management is not cheating.

*****

I agree this structure would hinder Hession's ability to push any self-serving goals, but I'd much rather see a cash (or shares) structure from XOM.  That's the only way we will know the true value of the offer before having to vote for or against it.  It also shaves off a large waiting period for the second part of our money.

[Getitrt2]

I also do not like the "Aussie" component, for either the OSH stock or CVR, but management has the argument that OSH stock provides LNG project upside (which I discount the value of now). I would like to see a higher offer from Exxon, or Total directly, resolved before the vote. A "no" vote might eliminate some incentive for a higher resolution on the part of Exxon or Total before then.

[ArtM72]

I also do not like the "Aussie" component, for either the OSH stock or CVR, but management has the argument that OSH stock provides LNG project upside (which I discount the value of now). I would like to see a higher offer from Exxon, or Total directly, resolved before the vote. A "no" vote might eliminate some incentive for a higher resolution on the part of Exxon or Total before then.

Getit - I agree and acknowlege the one thing the OSH offer has that XOM or TOT doesn't is the ability to participate in a material manner in the upside of PNG gas reserves' development. But when I think of that my mind immediately goes to how that participation would be deleveraged by 90% from where we are now.  Then I bigin to think of the baggage that would come with Oil Search shares.  Knowing what I do now about Botten there is just no way in hell I could be invested in a company run by that scoundrel.

Frankly I'm not sure if I'd vote yes to any offer from XOM to buy IOC as I still believe there exists scenarios for a thriving independent IOC.  We'll see, but if XOM should by chance effectively meet the conditions set forth by Mulacek as to what he wants for a buyout I'm certain IOC would be history.

[Getitrt2]

Good thing that the XOM offer is the same structure, as the rumors suggest.  It is much easier and faster to evaluate a counter bid that is X+Y > X, where X = the OSH proposal as is, and Y = the incremental value XOM is adding in their bid rather than Z > X, where Z is a very different proposal structure from the OSH structure.  This prevents MH and his Board of Destructors from making the claim that the very different XOM proposal, Z, is somehow less than X when in fact it will be much better.  For OSH to snooker this from us, they will have to add a new element to their offer rather than simply increase the other too components, as XOM will easily outbid them.  But if their bid structures (i.e.. OSH and XOM) become dissimilar, then that gives MH and the Destructors the leeway for slight of hand in "analysing" the counter offer.  It seems as shareholders we should have the right to see all offers made to decide for ourselves whether the IOC management is not cheating.

*****

I agree this structure would hinder Hession's ability to push any self-serving goals, but I'd much rather see a cash (or shares) structure from XOM.  That's the only way we will know the true value of the offer before having to vote for or against it.  It also shaves off a large waiting period for the second part of our money.

I prefer a US CVR to one on the AUX, but am more comfortable with a CVR with an Antelope 7.  What about the option of accepting a GLJ certification, preferably with Antelope 7, or especially if without Antelope 7 since that is essentially a relatively known quantity?!  GLJ would not be starting from scratch.