Way Forward - Vote NO

[algon223]

I apologize for potential "cluttering". Several have already responded to a thread proposing a different course of action with a dissenting comment, However, I think it is preferable to have another thread "headline" to try to avoid individuals getting unneccessarily confused by what seems to me to be a rather convoluted and unneccessary recommendation.

[2126]

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.

[Getitrt2]

Does OSH have to submit a "superior" bid, or just match the XOM bid, if that is possible?

[2126]

Although the language in the Arrangement is "match", I can not see a way that OSH could ever match the value of Exxon shares being traded on the NYSE or the preferable tax consequences of an Exxon CVR, or the value of not dealing with the Australian exchange rate.. OSH could potentially 'match' the dollar value of the stock portion of the EOM bid and the CVR, but I don't think that the BOD could ever call that a 'match', although we have seen some very shady decision-making from them lately.

[AU74]

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.

Thanks for providing such a clear explanation of the bidding process!  I for one would welcome some E/A-only bids.

[Stavros]

BUMP this up to the top to remind everyone of the situation.

ALSO ... I suppose that if the XOM bid is accepted, it may impose a new set of rules regarding subsequent Superior Proposals.

[oliver.gump]

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.

That right there is what Tree just doesnt get.

Each "superior" bid requires a new vote and invalidates the previous proxy forms.

[jft310]

Read the proxy materials it's quite clear your vote is for the current OSH deal and nothing else .

[Tusker]

If XOM decides to withdraw their offer, which can be done at anytime, the absence of a 'superior proposal' would revert to the previous/prior proposal.

It ain't over till its over.

Vote

[jft310]

Good point Tusker it's worth the time to vote .