IOC's Poison Pill

[jft310]

I can't find my copy of the language for the poison pill. If anyone has please post. If Shell goes hostile in a bid then the pill kicks in. Shares count  doubles for stand alone voters.???

[ValueSleuth]

I can't find my copy of the language for the poison pill. If anyone has please post. If Shell goes hostile in a bid then the pill kicks in. Shares count  doubles for stand alone voters.???

jft,

Given that InterOil is a Canadian company, aren't there some special takeover provisions that go beyond anything we might be used to in the US?

If so, we ought to look into them, too.

VS

[ValueSleuth]

Here's the language taken from the latest Annual Information Circular.

VS

Shareholder Rights Plan

On May 27, 2007, we adopted a rights plan which was approved by our shareholders at the June 25, 2007 annual and special meeting of shareholders. The rights
plan was re-confirmed with certain minor amendments by our shareholders at the June 22, 2010 annual and special meeting of shareholders. The rights plan wasadopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for InterOil. As long as a
bid meets certain requirements intended to protect the interests of all shareholders, the provisions of the rights plan will not be invoked. Under the provisions of
the rights plan, one right has been issued for each common share of InterOil outstanding. The rights will trade together with the common shares and will not be
separable from the common shares or exercisable unless a take-over bid is made which is not a permitted bid. The rights entitle shareholders, other than
shareholders making the take-over bid, to purchase additional common shares of InterOil at a substantial discount to the market price at the time. Phil Mulacek,
the Chairman and Chief Executive Officer of InterOil, holds a large proportion of the common shares of InterOil and, subject to certain grandfather provisions
in the rights plan, his shareholdings will not trigger its operation.

The rights plan is similar to those adopted by other Canadian listed companies. A copy of the rights plan is available under the Company's SEDAR profile at
www.sedar.com.

[jft310]

I can't find my copy of the language for the poison pill. If anyone has please post. If Shell goes hostile in a bid then the pill kicks in. Shares count  doubles for stand alone voters.???

jft,

Given that InterOil is a Canadian company, aren't there some special takeover provisions that go beyond anything we might be used to in the US?

If so, we ought to look into them, too.

An old post of mine

Takeover would trigger 100% dilution.Each shareholder gets a warrant to buy another share of IOC. Reduced price on the warrant price.

VS

[jft310]

INTEROIL ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING

InterOil Corp.'s shareholders, at the company's annual and special meeting of shareholders held on June 22, 2010, approved all matters put before them at the meeting, including the election of Phil Mulacek, Christian Vinson, Roger Grundy, Gaylen Byker, Roger Lewis and Ford Nicholson as directors, and the ratification and approval of the shareholder rights plan as amended.

The amendments to the plan were minor and were made to (i) recognize that InterOil's shares are no longer traded on a Canadian stock exchange in Canadian dollars and (ii) recognize the increase in the market price of the corporation's common shares from $35 (U.S.) on May 25, 2007, the last trading day before the effective date of the shareholder rights agreement, to $58.21 (U.S.) on May 17, 2010. The shareholder rights plan was originally approved by shareholders in 2007 and will expire on May 29, 2013. It is a tool for the protection of shareholders as it provides an accepted and frequently adopted remedy to certain limitations of applicable securities legislation by creating a basis for a fair auction process if a bidder makes an offer for InterOil's common shares. A copy of the amending agreement to the shareholder rights plan and the shareholder rights agreement dated May 27, 2010, are available on SEDAR

[ValueSleuth]

The original 56 page document is filed on SEDAR on June 7, 2007 and shows up as "Security holders documents -- English" of a 272K size.

Happy reading.

VS