Oil Search Limited and InterOil Corporation have announced that they have signed a definitive agreement under which Oil Search will acquire all of the outstanding shares of InterOil.
The InterOil Transaction offers InterOil shareholders the option to receive shares in Oil Search at a significant implied premium to the current InterOil share price, or a cash alternative of up to a total of US$770 million.
In addition, under either scenario, the consideration includes a CVR, which entitles holders to a contingent cash payment that is linked to the volume of 2C hydrocarbon gas resource certified to be contained in the Elk-Antelope fields.
The transaction will result in the combination of two highly complementary companies, offering compelling financial and strategic upside potential for InterOil and Oil Search shareholders.
The combination will create a major independent Papua New Guinea oil and gas champion and is expected to facilitate cooperation and/or integration of the:
Additionally, as announced separately, Oil Search has signed a MoU with Total SA to sell down 60% of the interest acquired from InterOil in PRL 15 and 62% of InterOil’s exploration assets (including PRL 39 and four exploration licenses). The terms of the sell down will be consistent with the terms of the InterOil Transaction and reflect each party’s ownership interest.