01-25-2017, 11:43 PM
[quote='Northoil' pid='79148' dateline='1485312545']
[quote='Li'loilady' pid='79143' dateline='1485303112']
I just re-read the Appeals Courts ruling. Although it's a long read, it's not particularly arduous in terms of legalese gobbledygook.
http://shareholdersunite.com/mybb/showthread.php?tid=11462
Under his point [30] the opinion writing judge presents the relevant aspects of Phil's case.
"He deposed: The project development timeline anticipates completion of appraisal drilling in 2016, resource confirmation in 2017, and commercial production in 2022. The terms and structure of the ExxonMobil Transaction unfairly and inappropriately deny Interoil shareholders any reasonable retained participation in, or compensation for, the vast upside of potential value of the resource. This is particularly egregious given the fact that I believe a development decision on this gas field asset is imminent, which will materially de-risk the project and unlock additional value. In my view, the terms and structure of the ExxonMobil Transaction fail to provide fair consideration to Interoil shareholders. Under the … Transaction, Interoil shareholders will receive for each common share of Interoil
(a) a fixed component comprised of ExxonMobil shares worth $45; and
(b) a capped contingent component based on a one-time interim resource estimate.
The absence of any subsequent contingent payments tied to future growth in resource estimates based on recertification after production is underway unfairly denies Interoil’s shareholders any participation in the value upside created through commercialization of this key gas resource asset. This Transaction structure effectively shifts the entire upside potential value of this gas resource to ExxonMobil after the initial recertification payment. In addition, the … Transaction fails to ensure that the interim resource certification process for the contingent payment calculation is fair, transparent, and focused on accurately assessing the potential resource. Among other things, ExxonMobil will run the interim resource certification process without the participation of Interoil’s long-time independent resource appraiser and with no effective oversight or involvement of any Interoil shareholder nominee. The structure and terms of the Transaction in respect of the interim resource certification for the contingent payment unfairly favours ExxonMobil, who is incentivized to achieve a low contingent payment. [Emphasis added.]
[31] Mr. Mulacek takes the view that InterOil failed to provide sufficient information to its shareholders to make a “fully informed decision” in determining whether to approve or reject the bid and in particular that it: … failed to provide any meaningful disclosure of the potential value of the gas field asset, the financial impact of the cap on the contingent payment, the range of value of the gas field asset shareholders will forego in the event the resource certification exceeded the cap, and the risk factors associated with the determination of the contingent payment."
Also, in another spot this judge wrote, "...a fairness opinion is only one indicator of fairness,"
It seems the appeals court judges ascribe value to the provisions in the SPA we currently have with Total. Isn't XOM buying acreage, found gas AND our SPA? FID, 1st gas, and final resource payment.
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Lady - What you're quoting is the judge quoting Mulacek's argument, NOT what the judge is agreeing with. If you read the opinion in its entirety, the judges tell you what the chamber judge decided and why, they repeat Mulacek arguments (as you have done), and they repeat IOC's arguments. Nowhere does the judge, himself, ascribe value to anything.
The entire ruling against IOC was based on the self-interested Fairness opinion and the corporance malfeasance that led to it. The shareholders vote was deemed not valid because the shareholders were not adequately and independently advised. Every single one of the judges' objections were answered in the BMO opinion which shouldn't surprise anyone as the appeal judges gave the blueprint on what was wrong and all the lawyers on the IOC/Exxon/BMO side made sure the BMO opinion was totally independent and replete with analysis. They describe what's in, what's out, the Total payments, NAV, and competitive market of similar transactions.
People are confusing the CONDUCT of the opinion with the ANSWER. As far as the transaction and shareholder vote, the judge is concerned with the CONDUCT. Thus, I believe the transaction will be approved by shareholders and the Yukon courts. The deal will move forward and, as to the ANSWER. the dissenters will then have their day in an entirely separate action.
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Precisely. Despite the irresponsible trumpeting of one board-poster, the judge did not "agree with a higher valuation".