InterOils value-creating transaction with Oil Search July 2016
Summary of InterOils proposed transaction with Oil Search 8.05 Oil Search shares per InterOil share Cash election available, capped at a total amount of 770 million Share consideration Implies US40.25 per InterOil share,(1) before CVR…
Market reactions to Oil Search transaction Strong support from market commentators; InterOil share price closed up 38% post announcement(1) We think that OSH has paid a very full price for IOC We think OSH's takeover offer…
Rigorous process undertaken by InterOils Board 36 4 Select parties invited 3 Parties contacted for Whole company into process for Asset Sale proposals enlarged interest 36 parties contacted with regards to participating 4 major…
with CVR providing near-term, uncapped cash payment Direct cash payment to shareholders Benefits of the CVR Uncapped upside Expected to be paid within twelve months of closing One CVR per InterOil share InterOil shareholders…
and benefit from a 14-21% interest in the combined entity(1) Integration & synergies Cost and operational synergies to maximize returns for all shareholders Highly successful existing operating business Producing assets…
Delivering compelling value for InterOil shareholders 10
Proposed transaction offers compelling value for shareholders Compelling value proposition for InterOil shareholders 1 Material and immediate premium Additional value through ongoing exposure to uncapped upside potential in PRL15 via…
1 Compelling value proposition for InterOil shareholders Material premium to historical average exchange ratios(1) 9.0x Transaction Exchange Ratio - 8.05x 8.0x 13.8% 7.0x 26.4% 34.7% 30.0% 7.1x 6.0x 6.4x 6.2x 6.0x 5.0x 4.0x 3.0x…
1 Compelling value proposition for InterOil shareholders CVR provides on-going uncapped upside potential from PRL 15 (US per share) 6.2 tcfe 7.0 tcfe 8.0 tcfe 9.0 tcfe 10.0 tcfe Share consideration(1) 40.25 40.25 40.25 40.25 40.25…
1 Compelling value proposition for InterOil shareholders CVR certification process is designed to protect InterOil shareholders Independent Chairman InterOil Oil Search Total appointees: appointees: - Michael Hession - Agu…
1 Compelling value proposition for InterOil shareholders Highly experienced CVR Committee to oversee certification process Technical Appointee Biography expertise Dr. Hession is a petroleum geophysicist with over 30 years experience…
2 Rigorous process undertaken by InterOils Board Maximising shareholder value was key focus of the Boards approach InterOils stated strategy is to Find Enable Develop, and the proposed transaction represents a continuation of this…
2 Rigorous process undertaken by InterOils Board Highly experienced, independent committee oversaw the process Finance InterOil Board Governance Independent and M&A Biography Member experience exp. 30 years in international oil,…
2 Rigorous process undertaken by InterOils Board Process considered all strategic alternatives Mid InterOils Board determined to explore the sale of interests in certain of InterOil assets, as part of the companys ordinary course funding…
2 Rigorous process undertaken by InterOils Board Process considered all strategic alternatives (contd) o Management instructed to continue to concurrently seek a more attractive proposal through the Asset Sale process o InterOil Board…
(1) 3 InterOil shareholders will own 14-21% of combined entity Potential to realize US2-3bn of capex savings Agreements pave the way for potential material Examples of potential cost savings capex and opex savings plus anticipated…
(1) 3 InterOil shareholders will own 14-21% of combined entity Combined exploration portfolios support long-term growth Overview of combined portfolio Transaction creates a major independent PNG regional oil & gas champion…
(1) 3 InterOil shareholders will own 14-21% of combined entity Larger platform with stronger balance sheet to drive growth Strong cash flows will help de-risk the development of PRL-15 Oil Search is generating o Oil Search is…
(1) 3 InterOil shareholders will own 14-21% of combined entity Combined entitys Board of Directors Mr RJ Lee Mr G Aopi Dr EJ Doyle Mr B Philemon Dr ZE Switkowski Chairman Executive Director Independent Director Independent Director…
4 Timing facilitates greater integration benefits The timing of the proposed transaction between InterOil and Oil Search is optimal to maximize cooperation and/or integration synergies(1) o Development window of PNG LNG Train 3 and…
Current status of the proposed transaction 25
Transaction timeline Plan of Arrangement under Business Corporations Act (Yukon); requires approval of 66 2/3% of voting shareholders and court approval Information Circular released to shareholders in late June Special Meeting for…
Unsolicited, conditional, non-binding proposal On June 30, 2016, InterOil announced it has received an unsolicited, conditional, non-binding whole company proposal from a third party Proposal is subject to a number of conditions,…
A VOTE FOR THE PROPOSED TRANSACTION IS A VOTE FOR A material and immediate premium to the InterOil share price at the time of announcement An uncapped cash payment based on the value upside from the certification of Elk-Antelope…
Appendix 29
Overview: InterOil Corporation InterOil Corporation is a Papua New Guinea focused pure play exploration and production company Incorporated Canada (Yukon) NYSE:IOC o Incorporated in Canada o Headquartered in Singapore o Listed on…
InterOils PNG gas discoveries Triceratops Bobcat PRL 39 PL 476 Elk-Antelope Raptor PRL 15 Source: InterOil Note: Tcfe = Gas volume (Tcf) + 6 x (Condensate Volume (mmbbl)/1000). Estimates are provided for 2C gross PPL 475…
Overview: Oil Search Oil Search license interests(1) Corporate snapshot Highlights Close as of July 11, 2016(2) US/sh 5.20 Market Capitalization(3) USm 7,914 Net Debt(3) USm 3,314 Enterprise Value(3) USm 11,228 Listing ASX…
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