ExxonMobil Acquires InterOil for US$2.5 Billion

Goodmans LLP represented InterOil Corporation (InterOil) in connection with the acquisition by Exxon Mobil Corporation (ExxonMobil) of all outstanding common shares of InterOil.

InterOil's assets include the Elk-Antelope gas fields in the Gulf Province of Papua New Guinea and exploration licenses covering about 16,000 square kilometers in Papua New Guinea. In May 2016, InterOil agreed to be acquired by Oil Search Limited for approximately US$40.25 per share (representing more than US$2 billion in the aggregate) plus a contingent value right based on the certified volume of resources in the Elk-Antelope gas fields. On July, 21, 2016, ExxonMobil made an unsolicited competing proposal of US$45.00 per share (representing more than US$2.2 billion in the aggregate) plus a contingent resource payment based on the certified volume of resources in the Elk-Antelope gas fields.  In response, InterOil subsequently terminated its agreement with Oil Search and entered into an agreement with ExxonMobil.

The arrangement was approved by the Yukon Supreme Court on October 7, 2016 but was overturned by the Court of Appeal of Yukon on November 4, 2016.  An amended and restated agreement was entered into and a new application was commenced seeking court approval of the arrangement. The arrangement was approved by the Yukon Supreme Court on February 20, 2017. The Amended and Restated Plan of Arrangement was approved by more than 91% of the shares voted at a Special Meeting on February 14, 2017.

Exxon Mobil Corporation is an American multinational oil and gas corporation headquartered in Irving, Texas.  InterOil is an independent oil and gas business with a sole focus on Papua New Guinea.