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Final update on Dissent
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09-12-2016, 11:47 AM
[quote='Spartina' pid='76268' dateline='1473530870'] Thanks 2016, amazing effort on your part. So glad you are doing better with no permanent injury. ----- i have started the dissent process for my shares. Thank you Admin et. al. for providing this site. 
09-14-2016, 08:14 AM
Yes, there are 5 possible things that shareholders can do: 1. Not vote at all [abstain] If the vote is in favor of the Bid, they join in the proceeds. If the vote fails, they remain shareholders of IOC 2. Vote YES (This cancels the shareholder's right to dissent) If the vote is in favor of the bid, they join in the proceeds. If the vote fails they remain shareholders of IOC. 3. Vote NO (This leaves open the shareholder's right to dissent) If the vote is in favor of the bid, they join in the proceeds. If the vote fails they remain shareholders of IOC. 4. Vote to Dissent [and follow all of the required procedures under Yukon law] but also vote NO. This provides that the shareholder will ONLY receive either an a) settlement offer from IOC that they CAN accept or b) a court-ordered appraisal that they MUST accept. [They can withdraw their Dissent at any time prior to the vote on the deal. If the vote is approved, and they have not withdrawn their dissent, they may only receive either the "fair value" settlement offer by IOC, or the court-ordered appraisal value if they refuse to accept the IOC settlement offer. They will NOT join in the proceeds of the Exxon deal bid, under any circumstances. If the NO votes prevail, dissenting shareholders retain their rights as IOC shareholders]. 5. Vote to Dissent [and also follow all of the required procedures under Yukon Law], but abstain from any additional vote. [This is a possible action, but I really don't see any reason that anyone would take this route]. They are still 'dissenting shareholders' entited to either a) a settlement offer or b) a court-ordered appraisal value for their shares.[They can withdraw their dissent at any time prior to the vote on the deal. If the vote is approved, and they have not withdrawn their dissent, they may only receive the "fair value" settlement offer from IOC or the court-ordered appraisal value if they have refused the IOC settlement offer(s). They will not under any circumstances, join in the proceeds of the Exxon deal. If the NO votes prevail, dissenting shareholders retain their rights as shareholders]. This is my reading of Yukon law on these points, but everyone [including me particularly] is fallible. I hope this clarifies the possible actions of shareholders.You need to read this very carefully and if you decide to dissent, you need to have competent legal advice. Trust me on this point, a decision to "Dissent" is a much much bigger decision than a "No" vote. If IOC fails to make any dissent offer of fair value above the Exxon bid, it will become very expensive and very lengthy court appraisal litigation. One bright spot is that, as far as I can determine in my research, I've not found a CVR in any 'dissenting rights settlement', but again, my research is not perfect, obviously. Thus, a 'fair value' settlement offer by IOC, to my knowledge, must be for cash or possibly shares of Exxon (if Exxon agrees), and not contain a CVR. And, again, IOC must make their first 'fair value' offer relatively soon if there are dissenting shareholders that follow all of the court procedures in a letter-perfect fashion.
Assuming there will be multiple shareholders dissenting, what would dissenting look like for a po' folk (it's a long story, guys) dissenter without an attorney? I can't get the word "free-loader" out of my mind. Probably for good reason.
for our cause
09-16-2016, 01:51 AM
'Li'loilady' pid='76289' d Wrote: Sorry for the delay, L'il. All good questions. Dissent rights are supposed to be set up to allow shareholders who disagree with a major corporate decision a low-cost method to challenge that decision. Under Yukon law, dissenters do not pay any court costs for either the application to the court for fair value or the actual appraisal [except under special circumstances--which I do not know that entails, and do not believe that the IOC/Exxon situation would be 'special' for any reason]. Without actually knowing the details, I suspect that IOC and Exxon would pay the cost for the appraisal. Regarding the potential 'out' clause of the corporation not being able to pay its liabilities, I do not think that this would apply in our situation because the deal is set up as a 'sale of stock' merger with Exxon 'buying' all of the outstanding IOC shares. Thus, IOC ceases to exist on closing, and any assets and liabilities become those of ExxonMobil. Consequently, it will be Exxon that will eventually be required to pay the dissenting shareholders of IOC. As for going it alone without an attorney, I think this is a viable route for several reasons: First, a dissent in put into motion simply by providing Notice of Objection to IOC [the address is noted in the MIC] and detailing how your shares are held and that they are all being voted NO and dissenting. An application to the Yukon Court would be a simple document requesting relief under the Yukon Dissent Statute and requesting that the Court determine the 'fair value' for the shares with which you have dissented. Again, there are no costs involved for either of these two actions [filing Notice of Objection with IOC and filing Application with the Yukon Supreme Court]. At that point, IOC/Exxon must make an offer in settlement within 10 days, such offer to be equal for all dissenters. Second, if you make any mistakes in your Notice or Application, you are simply placed back into the pool of NO voters and receive the same deal as they do, should the deal pass. Finally, if your Notice and Application are accepted, you have the choice to accept any subsequent 'fair value' offers, or hold on for the Court-ordered appraisal, should the court decide that such is required. Beyond this, I'm afraid that my knowledge of Yukon law is exhausted. I wish you the best of luck, no matter what route you decide to take.
09-16-2016, 06:28 AM
[quote='2126' pid='76310' dateline='1473954673'] [quote='Li'loilady' pid='76289' dateline='1473804848']
Assuming there will be multiple shareholders dissenting, what would dissenting look like for a po' folk (it's a long story, guys) dissenter without an attorney? I can't get the word "free-loader" out of my mind. Probably for good reason. ____________________________________________________________________________________ This thread may be titled the “final update on dissent”, but the discussion is more about getting into dissent, not how to get out of it. Presuming the deal passes, and you voted dissent, you fulfilled all the myriad requirements, and now throw yourself on the mercy of the court (i.e., no representation). What happens then? First, you’ll likely receive some communication that will warn you of the potential downsides of your course of action – see below – and advising you to change your vote while there’s still time. Again presume you’ve thought all this through (or didn’t) and you want to forge ahead. OK, so you MUST receive an offer within 10 days. The offer does not have to be a good one, only defensible. Since Exxon has engaged every golfing (or ice-fishing) buddy of any judge in Whitehorse, plus every expert in Canada, their defense of any offer will be vigorous. Regardless how this board has presumed the line of attack, they can start with the free market and $49. I know there are arguments against that and maybe they’ll lose that number, but you got the required offer and they have your shares; if you don’t like it, we go to adjudication. This is like charting where a hurricane will be in a week. The tracks go all over the place. You cannot easily and quickly evaluate such a complex acreage position, multiple discoveries – are they commercial? What are the drive mechanisms in each case? What is the value of a hot prospect? What are the work obligations to hold the acreage and evaluate – uncertain LNG market, oil prices, etc., etc. Every upside assumption will be opposed by Exxon, their experts will be brought in, the corrupting nature of seismic processing enhancement tricks will be explained, multiple reservoir models will bite the dust. On and on. It’s not easy even if you’re trying. How long will it take - months, years? Presume the judge decides on an answer. Presume it’s good – say $70. I understand that Exxon is able to appeal. What would you do if you’re Exxon? I would appeal and I’m pretty sure that’s what Exxon would do. This is not an oil spill or loss of polar bear habitat; it’s a lawsuit by some cranky investors. There’s no PR downside to fight it. No one will ever hear of it. Maybe you get your money quickly, maybe it takes years. Maybe the number is high, maybe it’s low. Maybe you can do the whole thing without a lawyer, maybe that runs into trouble at some point. The only sure thing is that you’ll give up your shares and the potential for a $28/share CRP upside. I see quotes from the Godfather. Here’s one paraphrased from Prizzi’s Honor: Exxon would rather eat their children than part with money, and they’re very fond of their children.
09-16-2016, 05:49 PM
Thank you 2126 and Northoil. The Ying and Yang. I suppose Exxon might want to make all of this go away as quickly and quietly as possible by handing dissenters a reasonably better deal to just be done with it. I don't think that would cost them ton of money. My biggest fear in dissenting is that Exxon won't want to send that message to future shareholders of merger target companies. That message being, "Sure. Just ask for more money and we'll be glad to give it to you." They have the means, opportunity and motive to make it known that dissenters suffer. That's my concern. To those who intend to take the dissenting course, what do you think about the last couple of posts here. Why do you feel comfortable dissenting? QUESTION (maybe for you 2126): Can Exxon appeal results of the court ordered appraisers' valuation??? Thanks everybody for working through these issues together. The dissenting window almost closed.
for our cause
09-16-2016, 08:56 PM
Could Exxon give dissenting voters a better deal but treat it like a legal settlement with a required gag order. There by the dissenters get more but it can not be made public? This happens when medical legal cases are settled out of court at times.
09-17-2016, 12:54 AM
L'il: I do not know the definitive answer to whether Exxon can appeal the court-ordered appraisal. Best guess is that they could, but that it would be very difficult to challenge the results of an independent court-ordered appraisal. Ebster: I do not think that Exxon could include a gag order in a dissent settlement offer because such an offer is made through the Yukon court and is not a typical out-of-court settlement. Exxon could however make a side deal under the terms of the Exxon/IOC Arrangement to purchase a shareholder's CRP rights and such side deal can remain private and undisclosed. I have a suspicion that this is the route Exxon has chosen to co-opt Phil's objection to the deal and prevent him from dissenting. Such a side deal is outside of the dissent process and outside of direct court supervision and has, in fact, been de facto approved by the Yukon Court in its Interim Order which approved the terms of the Exxon/IOC Arrangement. | ||||||
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