Acquisition of InterOil and MoU with Total North American Roadshow 31 May 2016
Contents Overview 2 Deal highlights 4 Strategic rationale 10 Financial considerations 14 Indicative timetable to completion 16 FAQs & further information 18 1
Overview 2
Platform to deliver higher returns and to optimise further LNG development Oil Search announces agreements to create major independent PNG regional oil and gas champion: 1. Acquisition of 100% of InterOil 2. Execution of MoU with…
Deal highlights 4
InterOil Acquisition Oil Search enters into agreement to acquire InterOil Oil Search announces agreements to create a major independent PNG regional oil and gas champion 8.05 Oil Search shares (fixed ratio) plus Contingent Value Right…
InterOil Acquisition Contingent Value Right InterOil shareholders benefit from uncapped upside potential in Elk-Antelope resource CVR terms and benefits CVR example CVR payable in cash to InterOil shareholders based on results of…
InterOil Acquisition Immediate and long term value for InterOil shareholders Material premium to InterOil shareholders Share Consideration delivers immediate and significant US per share 6.2 tcfe 6.5 tcfe 7.0 tcfe 8.0 tcfe Material…
Total MoU MoU between Oil Search and Total SA MoU sets out key principles: MoU expected to deliver significant value to Oil Search, InterOil and Total shareholders: Oil Search sell down to Total 60% of interest acquired from…
Transaction timing driven by the goal of cooperation and/or integration Oil Search's key driver for InterOil acquisition is potential upside from cooperation and/or integration between PNG LNG and Papua LNG Current transaction timing…
Strategic rationale 10
InterOil further strengthens Oil Searchs world-class LNG position Best-in-class break-even costs1 Both PNG LNG potential expansion and Papua LNG projects making progress while many less competitive projects being delayed or cancelled…
Pathway to cooperation and/or integration of two world-class LNG projects in PNG Agreements pave way for potential material capex and opex savings plus Examples of potential areas of cost savings anticipated schedule acceleration of…
Material exploration portfolio supports long term, focused growth Oil Search existing PNG portfolio Oil Search plus InterOils PNG portfolio Pnyang Pnyang Hides Angore Hides Angore Moran Agogo Moran Agogo Juha SE Kutubu Juha…
Financial considerations 14
Oil Search expected to remain cashflow positive with a strong balance sheet well positioned for growth Continue to Oil Search expected to continue to generate positive cash flows, even at oil prices well below current levels generate…
Indicative timetable to completion 16
Indicative timetable to completion InterOil acquisition structured as Plan of Arrangement under Business Corporations Act (Yukon) Process similar to Australian Corporations Act Scheme of Arrangement (although 66 2/3% of shares voted,…
FAQs & further information 18
FAQs Is the US40.25 per No. InterOil shareholders receive a fixed 8.05 Oil Search shares for every InterOil share share fixed Therefore the implied purchase price moves with the value of the Oil Search share price and the AUD/USD…
FAQs Total resource based payments to InterOil under 2014 SPA have been simplified: How have the Total Now comprise two fixed payments US141.6m on 1 July 2017 and US230m on FID of Papua LNG Project payments to Net present value of…
FAQs Pro-forma liquidity position of approx. US2.0 billion compared with US1.7 billion as at 31 March 20161 Post repayment of InterOil corporate debt, excluding US371.6m of Total future payments in July 2017 and FID which further…
PNG Government support PNGs Prime Minister, the Hon. Peter ONeill MP official statement This acquisition will provide cost savings and efficiencies for our nations greatest growth opportunities, which will directly benefit the…
PNG Government support PNGs Minister for Petroleum and Energy, the Hon. Ben Micah MP official statement These announcements will result in increased prosperity, jobs and development for the people of PNG. Furthermore, one of…
Appendix
Appendix: Overview of InterOil Key assets Corporate snapshot Highlights Close as of 19 May 2016 US/sh 31.65 1-month VWAP US/sh 31.88 Market Capitalisation2 USm 1,617 Net Debt2 USm 146 Enterprise Value2 USm 1,764 Listing NYSE…
Appendix: InterOil Working interests in licences* Permit PRL 15 Permit PRL 39 Permit PRL 39 Permit PPL 475 Permit PPL 475 Excl. Excl. Discovery Elk-Antelope Discovery Triceratops Discovery Discovery Raptor Discovery Triceratops Raptor…