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.

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.