No Decision in Yukon

[2126]

I am very cautiously and only very slilghtly optimistic. The court can still approve this deal and simply go forward with an independent appraisal that would only benefit the dissenters.

2126 thank you for all your perspective.  Regarding PM's filing with the Yukon courts, wasn't is filed prior to him bring a dissenting voter?  If so, does that represent an objection to the entire transaction for all of us?

To my knowledge, Phil previously only has filed a motion with the Yukon court prior to the AGM demanding a special meeting to be held concurrently with the AGM in order for his various shareholder proposals to be voted on at the same time as the AGM votes for the BOD itself and for their proposals.

Regarding the Exxon/IOC deal, I am only aware of the initial hearing involving Exxon and IOC after which the Yukon court issued its Interim Order regarding the details surrounding the Exxon/IOC Arrangement [in the Yukon, an 'Arrangement' is equivalent to a merger in the US].

As the Exxon/IOC situation is a separate issue from any earlier issues [including the AGM, special meeting, and the OSH/Total deal], Phil would need to acheive 'standing' in order to participate in the current hearing  ['staniding' is a legal term meaning the ability to become a party to a hearing or lawsuit-generally based on one's capacity to sustain harm stemming from the hearing or lawsuit]. Phil can [and I assume has] achieve this by filing a Notice of Objection with IOC [this is his 'dissent' from the BOD resolution to accept the Exxon offer] and then filing an 'application' with the Yukon court to request a 'fair value' for his shares, which will generally result in a court-ordered independent appraisal of the value of IOC.

As I've explained elsewhere, I believe that the court will choose to seek an appraisal of the net value of all of IOC assets, rather than accept a 'market-value' approach to the value of IOC shares.

Again, the court has the power to also do many other things regarding the Exxon/IOC arrangement/merger, though with an 81% approval of the deal, the court will need some very very compelling evidence to either alter or negate the terms of the deal. From our viewpoint, all of the IOC BOD and CEO shenanigans ARE very compelling evidence of misconduct. Whether the Yukon court agrees is what we will have to wait and see about.

The court will, I believe, issue a Final Order that, among other minor issues, does the following:

• Join all of the dissenters into one group, and then
• order Exxon/IOC to proffer a written offer [and explanation of how it has arrived at the offer's fair value] to the dissenters within 10 days,
• set in motion an independent appraisal process, should one or more of the dissenters decline the Exxon/IOC settlement offer
• Approve the shareholder vote and, consequently, the Exxon takeover [which will provide that IOC will be delisted from the NYSE; IOC shares will be surrendered in exchange for XOM shares; and CRPs will be issued to IOC shareholders]

There is still an outside chance that the court will find some misconduct by IOC personnel enough to delay the Final Order and hold additional hearings regarding such conduct, but I'm not holding my breath on that point.