Papua New Guinea-focused player InterOil on Monday called on shareholders to vote for the proposed $2.5 billion takeover by the US-based energy giant ExxonMobil.
InterOil said in a statement it urged shareholders to follow the recommendations of proxy advisory firms, Institutional Shareholder Services, and Glass Lewis & Co., by voting “FOR” the proposed transaction with ExxonMobil in connection with the upcoming special meeting scheduled for February 14, 2017.
Shareholders are encouraged to vote “FOR” the ExxonMobil transaction on Monday, but no later than February 10.
In its report issued on Friday, ISS said that “a vote ‘FOR’ the proposed arrangement is warranted based on a review of the terms of the transaction, in particular, the reasonable strategic rationale, the superior transaction terms (compared to the Oil Search agreement), and the improved disclosure and transaction review process.”
The report noted that it appears that the board conducted an adequate strategic review process that resulted in significant disclosure improvements and that addressed concerns raised by the Court of Appeal.
Glass Lewis added in its report that the board received a new fairness opinion in connection with the Amended Arrangement that provides meaningful disclosure, saying that the proposed consideration implies a significant premium to the unaffected closing price of InterOil shares prior to the announcement that the company had agreed to be acquired by Oil Search.
“Based on the foregoing factors and the support of the board, we believe the proposed transaction is in the best interests of shareholders,” the advisory firm said.