The needles were biting

[Li'loilady]

As it's our favorite past time to search for a needle of meaning in a haystack of words, I noticed the below highlighted phrase was NOT in the last few press release "forward-looking statements."  Am I dreaming or is this my dream come true?

From 12/13/16 press release:

Forward Looking Statements

This communication includes "forward-looking statements". All statements, other than statements of historical facts, included in this communication are forward-looking statements. Such forward-looking statements may include, without limitation, statements regarding the pending transaction with ExxonMobil, the timing to consummate the proposed transaction with ExxonMobil, the ability to satisfy the conditions to consummation of the proposed transaction (including, but not limited to, approval by InterOil shareholders and the required approvals from the Yukon courts), the outcome of the Transaction Committee process or the content of any recommendation by the Transaction Committee to the Board, the outcome of any action by the InterOil Board, and whether ExxonMobil and InterOil will reach any agreement to further amend the outside termination date of the transaction or otherwise amend any of the terms of the proposed transaction. These statements are based on the current belief of InterOil, as well as assumptions made by, and information currently available to InterOil. No assurances can be given however, that these events will occur. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of InterOil, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include in particular assumptions, risks and uncertainties relating to the outcome of the Transaction Committee process, the content of any recommendation by the Transaction Committee to the Board, the outcome of any action by the InterOil Board, whether InterOil and ExxonMobil will reach any agreement regarding any amendments to the existing transaction agreement, whether the existing transaction agreement will be terminated and other risk factors discussed in InterOil's management information circular dated August 16, 2016, its annual report for the year ended December 31, 2015 on Form 40-F and its Annual Information Form for the year ended December 31, 2015, and under the heading “Factors Affecting Future Results” available through the “Investors” section on ExxonMobil’s website and in Item 1A of ExxonMobil’s 2015 Form 10-K. InterOil disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws. References to gas resources in this release may include amounts that ExxonMobil or InterOil believe will ultimately be produced but that are not yet classified as “proved reserves” under U.S. SEC definitions.

[Li'loilady]

I'm seeking clarification from Cynthia Black, investor relations.  We'll see what she can find out.

[Kaliboo]

I'm seeking clarification from Cynthia Black, investor relations.  We'll see what she can find out.

Could it be this?

IOC and XOM are going to push the argument that they do not need another vote.  IOC shareholders already have overwhelmingly approved the deal.  However, IOC failed to meet the court requirements.  So IOC merely intends to address those matters.  The new value assessment will show that the deal is "fair" as did the first comromised assessment.  Since the deal as it was presented will still be deemed fair, then there is no need to re-vote on something already passed.

However, this leaves the gap of the shareholders which might have wanted to vote No with dissent had they realized how badly they are getting screwed.  So maybe there is a special opportunity to accomodate those.  But I doubt it.

BTW.  I'm really impressed.  You are incredible at finding this!  Thanks.

[Li'loilady]

Aw shucks, thanks Kal.

[thg]

I'm seeking clarification from Cynthia Black, investor relations.  We'll see what she can find out.

Could it be this?

IOC and XOM are going to push the argument that they do not need another vote.  IOC shareholders already have overwhelmingly approved the deal.  However, IOC failed to meet the court requirements.  So IOC merely intends to address those matters.  The new value assessment will show that the deal is "fair" as did the first comromised assessment.  Since the deal as it was presented will still be deemed fair, then there is no need to re-vote on something already passed.

However, this leaves the gap of the shareholders which might have wanted to vote No with dissent had they realized how badly they are getting screwed.  So maybe there is a special opportunity to accomodate those.  But I doubt it.

BTW.  I'm really impressed.  You are incredible at finding this!  Thanks.

In another thread, Ollie was saying pretty much exactly what you just said. He (?) also provided what he said was a clipping from a newspaper claiming that XOM stated "ExxonMobil and InterOil have agreed to extend the agreement to allow time to address the issues raised by the Yukon Court of Appeal and work together to complete the transaction"

That wording implies that they are in the process of "Completion" and that it was this process that the extension was being sought. 

I am thinking that whilst XOM desperately needs some good news to take to their shareholders, they cannot afford this deal to collapse because they skipped taking it back to the IOC shareholders for ratification.

[oliver.gump]

I'm seeking clarification from Cynthia Black, investor relations.  We'll see what she can find out.

Could it be this?

IOC and XOM are going to push the argument that they do not need another vote.  IOC shareholders already have overwhelmingly approved the deal.  However, IOC failed to meet the court requirements.  So IOC merely intends to address those matters.  The new value assessment will show that the deal is "fair" as did the first comromised assessment.  Since the deal as it was presented will still be deemed fair, then there is no need to re-vote on something already passed.

However, this leaves the gap of the shareholders which might have wanted to vote No with dissent had they realized how badly they are getting screwed.  So maybe there is a special opportunity to accomodate those.  But I doubt it.

BTW.  I'm really impressed.  You are incredible at finding this!  Thanks.

That is what I was suggesting in my post "XOM statement on the 7 day extension - PNG News"

[Stavros]

As it's our favorite past time to search for a needle of meaning in a haystack of words, I noticed the below highlighted phrase was NOT in the last few press release "forward-looking statements."  Am I dreaming or is this my dream come true?

From 12/13/16 press release:

Forward Looking Statements

This communication includes "forward-looking statements". All statements, other than statements of historical facts, included in this communication are forward-looking statements. Such forward-looking statements may include, without limitation, statements regarding the pending transaction with ExxonMobil, the timing to consummate the proposed transaction with ExxonMobil, the ability to satisfy the conditions to consummation of the proposed transaction (including, but not limited to, approval by InterOil shareholders and the required approvals from the Yukon courts), the outcome of the Transaction Committee process or the content of any recommendation by the Transaction Committee to the Board, the outcome of any action by the InterOil Board, and whether ExxonMobil and InterOil will reach any agreement to further amend the outside termination date of the transaction or otherwise amend any of the terms of the proposed transaction. These statements are based on the current belief of InterOil, as well as assumptions made by, and information currently available to InterOil. No assurances can be given however, that these events will occur. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of InterOil, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include in particular assumptions, risks and uncertainties relating to the outcome of the Transaction Committee process, the content of any recommendation by the Transaction Committee to the Board, the outcome of any action by the InterOil Board, whether InterOil and ExxonMobil will reach any agreement regarding any amendments to the existing transaction agreement, whether the existing transaction agreement will be terminated and other risk factors discussed in InterOil's management information circular dated August 16, 2016, its annual report for the year ended December 31, 2015 on Form 40-F and its Annual Information Form for the year ended December 31, 2015, and under the heading “Factors Affecting Future Results” available through the “Investors” section on ExxonMobil’s website and in Item 1A of ExxonMobil’s 2015 Form 10-K. InterOil disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws. References to gas resources in this release may include amounts that ExxonMobil or InterOil believe will ultimately be produced but that are not yet classified as “proved reserves” under U.S. SEC definitions.

Outside Legal Counsel probably contrived this massive run-on "sentence" of CR(a)P to cover their own proverbial AR$E$ from a lawsuit.

​InterOil has NEVER EVER followed the applicable laws when it comes to disclosure OR Insider Trading. It will be quite interesting to see if Mr Hession does anything with his ill-gotten shares this week. > > > This contradicts Armstong's statement in the PR:  "We are pleased to have reached an agreement with ExxonMobil to extend the outside date and expect to be in a position to update shareholders on the progress of our deliberations shortly.”

The last statement is quite surprising to me. There is NOTHING in the Press Release regarding gas resources! It seems like they planned to say something about resources and then removed it from the PR but kept the Safe Harbour Statement. 

​They also said the following at the bottom of the PR:

Legal Notice

None of the securities anticipated to be issued pursuant to the ExxonMobil transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act" ), or any state securities laws, and any securities issued pursuant to the ExxonMobil transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities.
 
There can be no assurance that the transaction with ExxonMobil will occur. The ExxonMobil transaction is subject to certain approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met.

​Now tell me this, Ladies and Germs: How is it that XOM Shares, to be issued to IOC Shareholders pursuant to the transaction ARE NOT REGISTERED AND WILL NOT BE REGISTERED?????

I say LET THE SCUMBAG HESSION GO TO CUBA - then we ask POTUS Trump and King Rex to throw him into Gitmo.

[2126]

Good catch, Lil!

I also think that in order to understand the need for a new vote, we should look to the actual language of the Appellate Court decision, in which they stated:

"In the circumstances of this case, that requires, in my respectful view, that the court be satisfied the shareholders were in a position to make an informed choice, both as to the value they would be giving up, and the value they would be receiving. It is in connection with the values of the PRL 15 gas fields – the primary asset of the company – and the capped CRP that, in my opinion, difficulties arise in this case... a board engaged in a proper and robust review and consideration of a proposed transformative transaction should have obtained independent advice on the value of the CRP, the Elk-Antelope asset, and the 10 CFE’s impact on the CRP. Moreover, those estimates of value should have been disclosed to shareholders so that shareholders could decide whether the US$45 plus the capped CRP adequately reflected the value of the company. In the absence of this guidance, shareholders would not know the value of the Elk-Antelope asset, what they gave up by agreeing to capped the CRP at 10 CFE, and whether the terms of the Transaction fairly reflected the value of the Elk-Antelope asset."

This clearly indicates that a major reason for the court's decision is that critical information regarding the value of the CRP and E/A were not adequately disclosed to the shareholders, and thus, those shareholders could not make "an informed choice". The only way for IOC to remedy this defect is to 1) provide adequate disclosure of the pertinant facts regarding the value of the CRP and E/A, AND 2) allow the shareholders, after such disclosure, to make an 'informed choice' via another shareholder vote.

Additionally, the Appellate Court stated a second reason for its decision:

"In circumstances where a financial expert’s compensation depends in part on the success or failure of a transaction, shareholders must be in a position to evaluate whether the advice is influenced by these terms of payment. In the circumstances of this transaction, it is my view that the Board should have disclosed the details of the compensation payable to Morgan Stanley. It should also have engaged a second financial advisor whose compensation would not be dependent upon the success or failure of the transaction… In these circumstances, it was incumbent on the Board to ensure that the arrangement negotiated by management did indeed reflect the fair value of the company (and of course its assets) and its issued shares. For this purpose, the Board should have sought independent advice as to the financial fairness of the transaction."

Again, the Appellate Court indicates that failure of the deal to meet the "fair and reasonable" standard was that, because of lack of proper disclosure of the terms of payment for the "fairness opinion",  the shareholders were not in a position to adequately evaluate whether the MS advice was at all valuable.

Finally, the Court outlines the crux of its decision thusly:

"[C]ourt approval was also required by the Act to ensure the decision was fair and reasonable in the sense of being based on information and advice that was adequate, objective and not undermined by conflicts of interest. Given the ‘red flags’ in this case – the absence of a fairness opinion from an independent expert, the failure of Morgan Stanley to assess the value of the CRP as compared with the value of the PRL prospects (again, the company’s primary asset); the deficiencies pointed out by Mr. Dey; the unchallenged report of Mr. Booth; the fact the CEO was in a position of conflict; the probability the “independent” special committee was not independent of management; and the lack of “necessity” for the deal – the Court was required to do more than accept the vote of the majority as a “proxy” for fairness, or the cash amount of Exxon’s offer as a proxy for reasonableness."

All of these statements in the Appellate Court's decision indicate that the main reason for overturning the lower court's final approval of the deal was that the shareholder vote was NOT based on information that was 'adequate, objective, and not undermined by conflicts of interest." If IOC believes that they can now provide adequate and objective information, but avoid a new shareholder vote based on that new information, I believe that they will be sadly mistaken. Removing all of the "red flags" will be important, but the thrust of providing the sufficient disclosures of information to counteract those 'red flags' is to, finally, allow IOC shareholders to make an "informed decision" regarding the sale of its assets.

There will be a new vote.

[Northoil]

All of these statements in the Appellate Court's decision indicate that the main reason for overturning the lower court's final approval of the deal was that the shareholder vote was NOT based on information that was 'adequate, objective, and not undermined by conflicts of interest." If IOC believes that they can now provide adequate and objective information, but avoid a new shareholder vote based on that new information, I believe that they will be sadly mistaken. Removing all of the "red flags" will be important, but the thrust of providing the sufficient disclosures of information to counteract those 'red flags' is to, finally, allow IOC shareholders to make an "informed decision" regarding the sale of its assets.

There will be a new vote.

___________________________________________________________________________________________________

While I lean in favor of the logic for a new vote, if we have a new, independent, unconflicted opinion, which says the Exxon deal is the best IOC can expect, or is otherwise a fair offer, it's certainly possible Exxon/IOC might try to push ahead without the vote.

The thing no one is talking about is A7.  If a new vote is required, the process will take months.  A7 will be completed, so the whole CRP issue goes away and the updated reserves will have to be certified or otherwise included in the deal.  Conversely, if Exxon/IOC can end-run the vote, then the results of A7 will not be known and the CRP aspect and the entire deal is unchanged.  So there is a major incentive to conclude the deal quickly, i.e., get the fairness opinion (and they probably already know how that is looking) and make the argument to the court that the deal was fair all along and no need to re-vote (time is money, etc.)

[trans]

Someone said the new "independent" fairness company has an employee on the IOC board, is this accurate?  If so, there's already a conflict with independent entity.   imo