Third party approaches InterOil to buy shares

The National,Monday July 4th, 2016

INTEROIL has received from a third party an unsolicited, conditional, non-binding proposal to acquire 100 per cent of its (InterOil’s) outstanding common shares.
But the InterOil board of directors continued to unanimously recommend to its shareholders the Oil Search transaction.
According to InterOil, the non-binding proposal is subject to a number of conditions, including the satisfactory completion of due diligence.
Consistent with its fiduciary responsibilities, the InterOil board of directors, in consultation with its legal and financial advisers, is carefully considering the unsolicited proposal.
The InterOil board of directors had taken necessary steps under its existing agreement with Oil Search Limited to permit InterOil to engage in further discussions and negotiations with the third party.
There can be no assurance that any transaction will result from the unsolicited proposal or that the third party will ultimately enter into a definitive agreement to acquire InterOil.
InterOil’s board of directors does not intend to comment further on the unsolicited proposal until a transaction is negotiated with the third party or the unsolicited proposal is withdrawn.
As previously announced on May 20 this year, InterOil entered into a binding agreement to be acquired by Oil Search.
The special meeting of InterOil shareholders to consider the Oil Search transaction is scheduled for July 28.
Last month, the Supreme Court of Yukon issued an interim order authorising, among other things, the holding of the special meeting at which InterOil security holders would be asked to approve the Oil Search transaction.