91% vote for deal

[bpjensen]

I'm not so sure that Phil dissented. There was something he said near the end of the call that left me with the impression that he might not and was not a addessing whether anyone else should. Maybe he has something else in mind like suing the board for failure to perform.

[Kaliboo]

Part of issue also might be that BMO work went a long way in answering court's objections to the first deal proposal. This also included the much asked for NAV calculation which came very close to what Northoil put together. For someone to dissent and take the chance of receiving LESS than the deal offer might be more real than what's been portrayed. Why take THAT chance on this dead horse?

Palm and all, here's how I look at this.  The deal I think requires the recert to use two new appraisers to determine Elk/Antelope resource.  Well A7 may negatively affect this value.  Phil seems to think new appraisers who won't be familiar with the field may tend to be more conservative.  Bottom line is both factors mean the CRP could be near zero.

The dissenters will all get the same initial offer from IOC.  By law it has to be the value of the company when the BoD "approved the resolution" back in December.  By definition any positive or negative impact of A7 has to be excluded.  So IOC will use the data they had at that time to base the  new fair offer for dissenters.  Also, because we are dissenters I'm expecting an immediate all cash deal which might be higher but not lower than $45 cash; no 4+month waiting on CRP.  However, it is my understanding that even after dissenters receive that offer, they can take it OR they can rescind their dissent and accept the original deal.  So if this is correct, then why NOT dissent was my conclusion.  So right or wrong that is where I am.  If positive news were to come on A7, then I might rescind.  Given A7 bad news my guess is this may be closer to to $45 than $50.  But note this.  As long as XOM pps continues to fall, your "$45 in XOM stock" won't buy $45 in XOM stock.  How's that?  Because we will get the 10 day VWAP for XOM share calculation.   IN a falling XOM pps market the VWAP will be higher than the actual market price of the shares when they are assigned.  So $45 divided by a higher VWAP means fewer shares for IOC shareholders that if sold that same day, would not fetch $45/share.  At this point, the best action may be to sell at $48+ and be done before the deal is approved.

Also per BPJensen's comment I agree.  I saw no evidence that Phil has dissented.

[katytrader]

Part of issue also might be that BMO work went a long way in answering court's objections to the first deal proposal. This also included the much asked for NAV calculation which came very close to what Northoil put together. For someone to dissent and take the chance of receiving LESS than the deal offer might be more real than what's been portrayed. Why take THAT chance on this dead horse?

Palm and all, here's how I look at this.  The deal I think requires the recert to use two new appraisers to determine Elk/Antelope resource.  Well A7 may negatively affect this value.  Phil seems to think new appraisers who won't be familiar with the field may tend to be more conservative.  Bottom line is both factors mean the CRP could be near zero.

The dissenters will all get the same initial offer from IOC.  By law it has to be the value of the company when the BoD "approved the resolution" back in December.  By definition any positive or negative impact of A7 has to be excluded.  So IOC will use the data they had at that time to base the  new fair offer for dissenters.  Also, because we are dissenters I'm expecting an immediate all cash deal which might be higher but not lower than $45 cash; no 4+month waiting on CRP.  However, it is my understanding that even after dissenters receive that offer, they can take it OR they can rescind their dissent and accept the original deal.  So if this is correct, then why NOT dissent was my conclusion.  So right or wrong that is where I am.  If positive news were to come on A7, then I might rescind.  Given A7 bad news my guess is this may be closer to to $45 than $50.  But note this.  As long as XOM pps continues to fall, your "$45 in XOM stock" won't buy $45 in XOM stock.  How's that?  Because we will get the 10 day VWAP for XOM share calculation.   IN a falling XOM pps market the VWAP will be higher than the actual market price of the shares when they are assigned.  So $45 divided by a higher VWAP means fewer shares for IOC shareholders that if sold that same day, would not fetch $45/share.  At this point, the best action may be to sell at $48+ and be done before the deal is approved.

Also per BPJensen's comment I agree.  I saw no evidence that Phil has dissented.

PM needed the motion to pass in order to have the Dissent have meaning, so it is safe to assume that PM abstained in order to raise the probability that the Ayes would have it.   Evidence of Dissent should come out when the Court is asked to approve the Arrangement.

[Kaliboo]

Part of issue also might be that BMO work went a long way in answering court's objections to the first deal proposal. This also included the much asked for NAV calculation which came very close to what Northoil put together. For someone to dissent and take the chance of receiving LESS than the deal offer might be more real than what's been portrayed. Why take THAT chance on this dead horse?

Palm and all, here's how I look at this.  The deal I think requires the recert to use two new appraisers to determine Elk/Antelope resource.  Well A7 may negatively affect this value.  Phil seems to think new appraisers who won't be familiar with the field may tend to be more conservative.  Bottom line is both factors mean the CRP could be near zero.

The dissenters will all get the same initial offer from IOC.  By law it has to be the value of the company when the BoD "approved the resolution" back in December.  By definition any positive or negative impact of A7 has to be excluded.  So IOC will use the data they had at that time to base the  new fair offer for dissenters.  Also, because we are dissenters I'm expecting an immediate all cash deal which might be higher but not lower than $45 cash; no 4+month waiting on CRP.  However, it is my understanding that even after dissenters receive that offer, they can take it OR they can rescind their dissent and accept the original deal.  So if this is correct, then why NOT dissent was my conclusion.  So right or wrong that is where I am.  If positive news were to come on A7, then I might rescind.  Given A7 bad news my guess is this may be closer to to $45 than $50.  But note this.  As long as XOM pps continues to fall, your "$45 in XOM stock" won't buy $45 in XOM stock.  How's that?  Because we will get the 10 day VWAP for XOM share calculation.   IN a falling XOM pps market the VWAP will be higher than the actual market price of the shares when they are assigned.  So $45 divided by a higher VWAP means fewer shares for IOC shareholders that if sold that same day, would not fetch $45/share.  At this point, the best action may be to sell at $48+ and be done before the deal is approved.

Also per BPJensen's comment I agree.  I saw no evidence that Phil has dissented.

PM needed the motion to pass in order to have the Dissent have meaning, so it is safe to assume that PM abstained in order to raise the probability that the Ayes would have it.   Evidence of Dissent should come out when the Court is asked to approve the Arrangement.

Based on his presentation and the new, improved MIC, I suspect Phil will not challenge this again, at least not by claiming the deal is not fair.  I think that would be much harder to win the 2nd time around.  As commented before, now all shareholders have been given ample warning about the negatives of IOC management and BoD; there is no disclosure gap anymore.  Fool me twice shame on me.  So PM would need to have a very different legal approach based on evidence that has not yet been presented.  What that would be I don't know.  People on this board have made allegations of insider trading and perhaps other illegal activity.  I have not heard of anything coming of that.  If true, then is PM or others going to let them get away with it?  IF there was illegal trading what does that do to the deal if some shareholder makes a legal case of it and proves it?   Maybe hints of that being pursued in court could juice up the payoff to dissenters to prevent it from happening?  If only say 5 million shares dissented, another $50/share over the current offer  paid to dissenters is chicken feed for XOM.  That works for me.  It keeps MH and others out of jail and they get their rediculously high payouts, XOM gets IOC for a steal, Phil and dissenters get a decent payoff without having to go to court, but yes & no and nonvoters just get the deal,   Win, Win, Win, lose.  End of IOC story?   Maybe we'll know in a few more weeks.....maybe.

[Palm]

Kaliboo:

"However, it is my understanding that even after dissenters receive that offer, they can take it OR they can rescind their dissent and accept the original deal. So if this is correct, then why NOT dissent was my conclusion."

But is that a correct interpretation?

"Marginal note:Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

© the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder’s rights are reinstated as of the date the notice was sent.

Marginal note:Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares."

Per 11 (a) above the notice of dissention must be withdrawn "before the corporation makes an offer", which makes sense. The law further mentions that if a dissenting shareholder does not like the corp's offer then they can not accept or not respond to the offer, but then it goes to the court to value. But the desire to rescind dissent must come before the initial offer from the company. Again, this makes sense because there are costs to all of this and to allow a dissenting shareholder to have his cake and eat it too would defeat the purpose of the law. Fairness goes both ways and frivolous actions are a waste of a court's time, which is usually frowned upon. And the future of this right could be in jeopardy if too many shareholders did this. I've seen where what you claim has been stated by others here, but IMO that is a risky assumption.

http://laws-lois.justice.gc.ca/eng/acts/...ge-31.html

[Kaliboo]

Kaliboo: "However, it is my understanding that even after dissenters receive that offer, they can take it OR they can rescind their dissent and accept the original deal. So if this is correct, then why NOT dissent was my conclusion." But is that a correct interpretation? "Marginal note:Suspension of rights (11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where (a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12), (b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or © the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent. Marginal note:Offer to pay (12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice (a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or (b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares." Per 11 (a) above the notice of dissention must be withdrawn "before the corporation makes an offer", which makes sense. The law further mentions that if a dissenting shareholder does not like the corp's offer then they can not accept or not respond to the offer, but then it goes to the court to value. But the desire to rescind dissent must come before the initial offer from the company. Again, this makes sense because there are costs to all of this and to allow a dissenting shareholder to have his cake and eat it too would defeat the purpose of the law. Fairness goes both ways and frivolous actions are a waste of a court's time, which is usually frowned upon. And the future of this right could be in jeopardy if too many shareholders did this. I've seen where what you claim has been stated by others here, but IMO that is a risky assumption. http://laws-lois.justice.gc.ca/eng/acts/...ge-31.html

You may be right.  Certainly makes sense.  But I also suspect that if the new fair offer is below the current offer, that could be also frowned on by the court as well especially since news on A7 is so far poor and dissenters lock in a valuation time in mid December well before the bad news occurred which will affect recertification for those who did not dissent.  Time will tell.  Best of luck to all.

[Palm]

But again, under Canadian Corp Law the process is the process. If the court this time approves the deal (which they most likely will), dissenters will be given an offer by the Corporation (IOC) for the BOD's opinion of fair value. Once that offer is extended then the process moves ahead. The exception is if IOC refuses to make an offer because paying out the total cash makes them insolvent. We all know that IOC's cash/credit limits are very real and they are in very poor financial shape, so this COULD happen.

If it does, then dissenters have the ability to withdraw dissent and become a shareholder again with full rights. But it is not due process for the court to hijack the dissent process if a dissenter does not like the offer. The process is to be moved along and it's possible that the court could then do its own valuation based on the facts.

The NAV valuation process as described by USGS and other industry sources takes the view that at the valuation date all activity ceases. No more drilling is assumed (thus no increase in resources that "always" happens as a resource is fully delineated and produced). Since there is no FID it's likely no LNG plant can be assumed/valued. So NAV likely comes very close to what BMO calculated (they show $36 or so for PRL 15), plus what slight value is in the other barely drilled resources (Tri, Raptor, etc.).

You would hope that a valuation offer would look at the different means of valuation, but that remains to be seen. This is likely why the large funds chose to vote for the deal, as the risk of dissent is likely seen as higher than what those here think.

As you say, GLTA