Mutually exclusive

[Gator]

As I was watching the news unfold this morning, I noticed conflicting and mutually exclusive headlines so I went directly to the source: The InterOil press release.

“InterOil Corporation (NYSE: IOC; POMSoX: IOC) has received from a third party an unsolicited, conditional, non-binding proposal to acquire 100% of the outstanding common shares of InterOil. The non-binding proposal is subject to a number of conditions, including (among others) satisfactory completion of due diligence.  Consistent with its fiduciary responsibilities, the InterOil Board of Directors, in consultation with its legal and financial advisors, is carefully reviewing and considering the unsolicited proposal.
 
The InterOil Board of Directors has taken the necessary steps under InterOil’s existing agreement with Oil Search Limited to permit InterOil to engage in further discussions and negotiations with the third party.  There can be no assurance that any transaction will result from the unsolicited proposal or that the third party will ultimately enter into a definitive agreement to acquire InterOil.  InterOil’s Board of Directors does not intend to comment further on the unsolicited proposal until a transaction is negotiated with the third party or the unsolicited proposal is withdrawn.
 
The InterOil Board of Directors continues to unanimously recommend the Oil Search transaction to its shareholders.”

How can you be “carefully reviewing” a proposal and simultaneously reject it by “unanimously recommend” the other transaction?

I also love how the cone of silence has already been put into place: “InterOil’s Board of Directors does not intend to comment further on the unsolicited proposal until a transaction is negotiated with the third party or the unsolicited proposal is withdrawn.”

[Libtardius Maximus]

Well played gator, you are spot on.

I am taking a wild guess that this is a private equity company since it would seem to me if the company was public they may have to inform their shareholders. This way, all is quiet and our BOD can hide the ball as usual.

[katytrader]

As I was watching the news unfold this morning, I noticed conflicting and mutually exclusive headlines so I went directly to the source: The InterOil press release.

“InterOil Corporation (NYSE: IOC; POMSoX: IOC) has received from a third party an unsolicited, conditional, non-binding proposal to acquire 100% of the outstanding common shares of InterOil. The non-binding proposal is subject to a number of conditions, including (among others) satisfactory completion of due diligence.  Consistent with its fiduciary responsibilities, the InterOil Board of Directors, in consultation with its legal and financial advisors, is carefully reviewing and considering the unsolicited proposal.
 
The InterOil Board of Directors has taken the necessary steps under InterOil’s existing agreement with Oil Search Limited to permit InterOil to engage in further discussions and negotiations with the third party.  There can be no assurance that any transaction will result from the unsolicited proposal or that the third party will ultimately enter into a definitive agreement to acquire InterOil.  InterOil’s Board of Directors does not intend to comment further on the unsolicited proposal until a transaction is negotiated with the third party or the unsolicited proposal is withdrawn.
 
The InterOil Board of Directors continues to unanimously recommend the Oil Search transaction to its shareholders.”

How can you be “carefully reviewing” a proposal and simultaneously reject it by “unanimously recommend” the other transaction?

I also love how the cone of silence has already been put into place: “InterOil’s Board of Directors does not intend to comment further on the unsolicited proposal until a transaction is negotiated with the third party or the unsolicited proposal is withdrawn.”

  It is awful, but I think this wording flows from the jumble of legalese in today's filing.   Basically, the Arrangement Agreement has provisions which make it difficult for IOC shareholders to see any alternative proposal, by design.  It's hard to read the language related to termination of the agreement without getting a headache.

[admin]

Could just be an awkwardly formulated PR, Gator. Or something like that they're standing behind the deal they've got but are sorting out the details of the other one. It doesn't necessarily indicate they've reached definitive conclusions, IMHO.

[Kaliboo]

Could just be an awkwardly formulated PR, Gator. Or something like that they're standing behind the deal they've got but are sorting out the details of the other one. It doesn't necessarily indicate they've reached definitive conclusions, IMHO.

I agree.  They have a offer on paper from OSH that is about to be voted on.  They are not going to stop that train until they have something of substance to do so.  They simply restated that. So they need time, but how much time?  However, at some point you could run out of time which may be their intention and allow the vote on the sale to go through.  It is at this point when the prospective buyer needs to go public before the board and expose the board. So the board realizes this.  IT is in the interest of MH and the board, I would guess, that the contingencies of the offer will be viewed as inferior for any of a number of reasons they will try to dream up.  E.g., it delays the timing of the sale, it requires further negotiations which have no clear end point, blah, blah, blah.

But as long as MH gets his dozens of millions for selling the company, it might be a win, win lose, lose.  Win for him, win for us (or should I say, less losing),  lose for OSH, lose for TOT.

[jft310]

Stevie Cohen could be involved he has the contacts but alas I am just speculating .Phil has the money and contacts to do this also . Interesting