Regarding the treatment of superior bids under the IOC/OSH Arrangement:
IOC agreed to make no 'change in recommendation' regarding the OSH bid unless certain terms were met. These terms are:
- IOC has complied with its obligation to not solicit any additional bids in any manner(hence, the Exxon bid is deemed 'unsolicited'
- IOC has complied with its obligation to make no public comments whatsoever regarding any unsolicited bids, other than if it deems an unsolicited bid "superior" to the OSH bid.
- IOC has provided OSH with the requisite 3-day "response" period in which OSH must match or exceed the 'superior bid'.
As far as we know, IOC has complied with all of these terms.
Should OSH choose to submit a bid within the 3-day response period [ending July 21], IOC must then determine if such OSH bid is indeed superior to the initial unsolicited (Exxon) bid.
If IOC deems a new and increased OSH bid superior during the 3-day period, it will then recommend that new OSH bid.
If OSH chooses to not submit a superior bid within the 3-day period, IOC may then recommend the new (Exxon) bid.
If IOC accepts the Exxon bid, how subsequent 'superior' bids are handled will undoubtedly be handled under the terms of the new Exxon bid. [If IOC chooses to enter into a binding proposal with respect to Exxon's superior bid, this action terminates the IOC/OSH Arrangement, and sets in motion the Termination payment to OSH].
If IOC accepts an increased OSH bid, and Exxon (or any other company) subsequently submits another bid that the IOC BOD deems 'superior', then an additional 3-day response period begins.
And the same condition apply through as many 3-day periods as necessary.
Additionally: These same condition apply to the OSH bid for any subsequent bid for less than the whole of IOC, as long as the bid covers at least 15% of IOC assets (thus including any "E/A only" bid).
Each new 'superior' bid, regardless of from which company [even if from OSH in response to the Exxon bid] will require a new vote, with its requisite 30-day period prior to actual vote.