ExxonMobil acquires InterOil for more than US$2.5B

Exxon Mobil Corporation (ExxonMobil) completed its acquisition of all outstanding common shares of InterOil Corporation (InterOil) on February 22, 2017. 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 15, 2016, ExxonMobil made an unsolicited competing proposal of US$45.00 per share plus a contingent resource payment based on the certified volume of resources in the Elk-Antelope gas fields (collectively, representing more than US$2.5 billion in the aggregate). 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 per cent of the shares voted at a Special Meeting on February 14, 2017. 

Steven Dickerson, Scott Gordon and Caitlin Downing led ExxonMobil’s in-house legal team. Blake, Cassels & Graydon LLP represented ExxonMobil in Canada with a team that included Chad Schneider, Olga Kary, Sarah Hammond and Kathleen Cloutier (corporate/M&A), Nancy Diep, Sabrina Wong and Robert Kopstein (tax), and David Tupper, Michael Dixon and Kate Andrews (litigation); and Davis Polk & Wardwell LLP represented ExxonMobil in the United States with a team that included George Bason, Jr., William Chudd and Laura Turano (corporate) and Avishai Shachar, Nicole Field and Andrew Imber (tax). Grant Macdonald and Gareth Howells of Macdonald & Company acted as Yukon counsel to ExxonMobil. 

Sheree Ford, Daniel Murnane and Abi Uthayachandran represented InterOil in-house. Goodmans LLP represented InterOil in Canada with a team led by Robert Vaux and Jamie van Diepen (corporate/M&A), Alan Mark, Tom Friedland and Melanie Ouanounou and Ryan Cookson (litigation) and Mitchell Sherman, Jon Northup and Ken Saddington (tax); and Wachtell, Lipton Rosen & Katz LLP represented InterOil in the United States with a team led by David Katz and that included Jenna Levine, Sara Lewis, Kendall Handler and Chelsea Darnell (corporate/M&A) and Eiko Stange and David Sturgeon (tax).