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'Northoil' pid='77208' dateline='<a href="tel:1478289 Wrote:
[quote='AU74' pid='77192' dateline='1478285487']
They heard the appeal on 10/31. Today the ruled on the appeal and overturned the Supreme Court of Yukon's approval of the pending transaction.
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An important first step is to read WHY, specifically, the approval was overturned. That will give some clue as to rememdies. I'm guessing that the biggest problem was the Morgan opinion. Does anyone know when we might expect the decision to be published? Second step is to know if Exxon might appeal. Probably not.
Assuming they're willing to pay more, and I think they will, Exxon will be under some pressure. A7 has spudded, and although testing will be extensive and take time and the certification process is not quick, the actual drilling and logging will come along a lot faster - probably 60 days or so. They(IOC) will have a pretty good idea of what they have. One advantage Exxon had was an early consumation of the deal, and that's disappearing. Of course, A7 could be a bust.
Still, The market has shown what it thinks. As advertised, I sold everything at close to $50 before the vote for this very reason. I intended to buy back in once the vote passed, as I considered the dissent phase a sideshow, but the Mulacek suit to stop the deal complicated matters and I stayed on the sideline. We'll see what Monday brings. I haven't given up buying back in.
It's said all the court had to say about the matter will be published in 2 weeks .
Two issues so far Morgan's opinion and lack of information about the deal from Exxon and Interoil , killed goose
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'2126' pid='77212' datel Wrote:
Taking the IOC PR at face value, here is what has happened:
Today, the Canadian Appellate Court overturned the decision by the Yukon Supreme Court that ruled that the IOC/Exxon deal was 'fair and reasonable.' Thus, that deal is dead as it will not get a Final Order of Approval by the Yukon Court. Without reading the Appellate decision yet [I've been unable to find it online and it may not be published for a while yet], my best guess is that the Appellate Court found that the lack of a valid Fairness Opinion for IOC from an independent source failed to provide the IOC shareholders with sufficient information to make an informed vote on the Exxon Arrangement.
If that is the basis for the decision, Exxon and IOC could come back with the same deal, but obtain an independent fairness opinion from an independent source that is paid a flat-rate fee for such opinion. However, such a fairness opinion would have to be much much more detailed that the faux MS opinion. It would have to, at a minimum, look at the prior resource evaluations of E/A, the value of the Total contract [including the 30% ownership of the plant], the value of Triceratops, Raptor, etc. including their resource estimates, the value of the additional IOC acreage, the value of the IOC leases, the value of the IOC seismic and graviometry, etc. etc. etc.
Once that information is made public and provided in detail, it would be very difficult for Exxon to simply provide their same offer, particularly with the 10 tcfe cap on the contingent payments.
Finally, this may open the door for additional bids from other companies. That question, however, is far from answered by this brief press release. If the Appellate Court has ruled that the deal is not 'fair and reasonable' due to lack of a valid fairness opinion, that decsion would seem to be sufficient to overturn the original IOC BOD approval of the Arrangement itself, due to the fact that the IOC BOD itself ostensibly relied on the faulty fairness opinion. Can IOC get a new fairness opinion and go with the same deal? Can the BOD and CEO be forced out due to corporate malfeasance? Can the IOC shareholders ever catch a break? All Unknown as yet . . .
Lots of questions on how this will turn out. Not very many answers yet.
The whole thing is stunning, despite the obvious facts that shareholders were getting shafted. How often does a shareholder-appoved deal from the likes of a whale like XOM get struck down on anything other than anti-trust grounds?
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["The whole thing is stunning, despite the obvious facts that shareholders were getting shafted. How often does a shareholder-appoved deal from the likes of a whale like XOM get struck down on anything other than anti-trust grounds?"]
Yes, interesting observation. This is mere speculation, but it might reflect the obvious way shareholders were getting shafted by our own CEO, for starters.
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All the hours I spent watching Sgt Preston of the Yukon on tv as a kid and now he's fighting for my family five decades later. Still love that red coat. Love those Canadians and their sense of justice.
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The Canadian courts are small shareholder friendly! Here's is an example .
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11-05-2016, 09:51 AM
(This post was last modified: 11-05-2016, 09:52 AM by Kaliboo.)
'AU74' pid='77215' datel Wrote:
'2126' pid='77212' datel Wrote:
Taking the IOC PR at face value, here is what has happened:
Today, the Canadian Appellate Court overturned the decision by the Yukon Supreme Court that ruled that the IOC/Exxon deal was 'fair and reasonable.' Thus, that deal is dead as it will not get a Final Order of Approval by the Yukon Court. Without reading the Appellate decision yet [I've been unable to find it online and it may not be published for a while yet], my best guess is that the Appellate Court found that the lack of a valid Fairness Opinion for IOC from an independent source failed to provide the IOC shareholders with sufficient information to make an informed vote on the Exxon Arrangement.
If that is the basis for the decision, Exxon and IOC could come back with the same deal, but obtain an independent fairness opinion from an independent source that is paid a flat-rate fee for such opinion. However, such a fairness opinion would have to be much much more detailed that the faux MS opinion. It would have to, at a minimum, look at the prior resource evaluations of E/A, the value of the Total contract [including the 30% ownership of the plant], the value of Triceratops, Raptor, etc. including their resource estimates, the value of the additional IOC acreage, the value of the IOC leases, the value of the IOC seismic and graviometry, etc. etc. etc.
Once that information is made public and provided in detail, it would be very difficult for Exxon to simply provide their same offer, particularly with the 10 tcfe cap on the contingent payments.
Finally, this may open the door for additional bids from other companies. That question, however, is far from answered by this brief press release. If the Appellate Court has ruled that the deal is not 'fair and reasonable' due to lack of a valid fairness opinion, that decsion would seem to be sufficient to overturn the original IOC BOD approval of the Arrangement itself, due to the fact that the IOC BOD itself ostensibly relied on the faulty fairness opinion. Can IOC get a new fairness opinion and go with the same deal? Can the BOD and CEO be forced out due to corporate malfeasance? Can the IOC shareholders ever catch a break? All Unknown as yet . . .
Lots of questions on how this will turn out. Not very many answers yet.
The whole thing is stunning, despite the obvious facts that shareholders were getting shafted. How often does a shareholder-appoved deal from the likes of a whale like XOM get struck down on anything other than anti-trust grounds?
I suspect that the court saw that Morgan Stanley's assessment was so incompetent and incomplete that perhaps they suspected something foul in play, especially with MH excessively incentivized to make any deal happen. After listenting to PM I also suspect he left them with the clear picture that the IOC management had intentionally wrecked the company financially in order to make an overwhelming Yes vote the only reasonable choice in the view of many. This is not XOM's fault, it is all IOC management and MS. Excessive incompetence at MS may actually be a criminal act between MH and MS staff. I wouldn't leave that possibility off the table.
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Another thought on this issue:
As the Appeals Court ruling today overturns the lower court ruling that approved the Exxon/IOC deal, which leaves the Arrangement as being held to be not "fair and reasonable."
We do not know this for certain, but If this ruling is sufficient to undo the IOC BOD unanimous decision to accept the Exxon deal [because the MS fairness opinion was wholly inadequate and the BOD ostensibly relied on that fairness opinion to base their BOD vote on], then the silver lining of this court decision may be that Hession will lose his double bonus of at least $20 million.
This would be because he only could earn the bonus of a double payment if the deal was 'approved by the BOD' prior to his 3-year anniversery with IOC [July 2016]. Since this ruling may well overturn the BOD approval of the Exxon Arrangement, Hession can not now ever earn his double payment bonus for a 'change of control' of IOC. What would be even better would be if the BOD removes Hession from his position, and he receives nothing whatsoever from any of this fiasco. After which it may be the best choice for the BOD to resign en masse and have a special meeting to elect a new BOD who will actually have the interests of the shareholders as a priority.
Karma often works out . . .
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'Palm' pid='77175' dateline='<a href="tel:1478281 Wrote:Best you be real. Get new CEO? Who? Raise money? When? Get rid of CEO etc takes good bit of time and they are about out of cash NOW. where did all that cash go ???
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'Palm' pid='77175' dateline='<a href="tel:1478281 Wrote:Best you be real. Get new CEO? Who? Raise money? When? Get rid of CEO etc takes good bit of time and they are about out of cash NOW. where did all that cash go ???
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Let's not forget Oil is 50 percent higher today than when the first deal was announced
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