Oil Search and InterOil are pleased to announce that Oil Search proposes to acquire 100% of InterOil (the InterOil Transaction). The InterOil Transaction, which combines two highly complementary companies and offers compelling financial and strategic upside potential for both InterOil and Oil Search shareholders, has been unanimously approved by both boards. The InterOil board unanimously recommends InterOil shareholders approve the InterOil Transaction.

The consideration for InterOil shareholders comprises 8.05 Oil Search shares plus a Contingent Value Right (CVR) (1) for each InterOil share:

- The implied transaction value of the Oil Search share component of the consideration is US$40.25(2) per InterOil share, for a total transaction value approximately US$2.2 billion (3) , which represents a significant premium to InterOil’s recent trading prices.
- In addition, the CVR 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. Each CVR will deliver approximately US$6.05 per InterOil share for each tcfe above 6.2 tcfe gross certified 2C resource in the Elk-Antelope fields, and will be paid in cash upon completion of the certification process. The CVR provides InterOil shareholders with an uncapped additional payment, depending on the size of the certified 2C resources in the Elk-Antelope fields.
- Oil Search will also provide InterOil shareholders with a cash alternative for the share component, up to a total of US$770 million, with any cash not taken up by InterOil shareholders to be applied to an Oil Search share buyback following completion of the InterOil Transaction in order to reduce dilution for Oil Search shareholders.

In a separate agreement, Oil Search and Total have executed a Memorandum of Understanding (the Total MoU), under which Oil Search will sell to Total, for cash, 60% of the interest acquired from InterOil in Petroleum Retention Licence (PRL) 15 and 62% of InterOil’s exploration assets, subject to closing of the InterOil Transaction and entry into definitive documentation with Total, thereby de-risking the acquisition of InterOil.

Following completion of the InterOil Transaction and the Total MoU (the Agreements), Oil Search’s interest in the Papua LNG Project will increase to 29.0% and Total’s stake will increase to 48.1% (assuming the PNG government exercises its back-in rights of 22.5%).

The strategically important Agreements will position the enlarged Oil Search to deliver immediate and material long term value and financial benefits for the shareholders of both Oil Search and InterOil:

- In addition to the significant upfront premium, InterOil shareholders will gain access to the world-class PNG LNG Project, Oil Search’s existing stake in the Papua LNG Project, and the potential benefits that are expected from cooperation and/or integration between these two projects.
- Oil Search achieves alignment through complementary significant interests in two world-class LNG Projects.
- Oil Search’s shareholders gain an increased interest in the Papua LNG Project providing the potential to double production by 2022-2023 and growth upside from surrounding exploration acreage while maintaining a strong and flexible balance sheet.
- he Agreements provide a pathway to optimise cooperation and/or integration between the Papua LNG Project and the PNG LNG Project driving capital efficiency, superior returns and NAV per share accretion for Oil Search shareholders.
- The Agreements provide additional scale to Oil Search, leveraging its high quality, low cost production base, balance sheet strength, excellent growth opportunities and leading in-country relationships.

The InterOil Transaction is expected to close in the third quarter of 2016, subject to InterOil shareholder and court approvals and other customary closing conditions.

(1) Subject to receiving confirmation from ASX, the CVR will be structured as a listed debt instrument on ASX.
(2) Based on Oil Search’s 10-day VWAP, converted daily to USD using the RBA’s reference AUDUSD rate, up to and including 19 May 2016, of US$5.00 per share.
(3) Based on Oil Search’s 10-day VWAP, converted daily to USD using the RBA’s reference AUDUSD rate, up to and including 19 May 2016, of US$5.00 per share and InterOil diluted shares outstanding of 51.1 million and net debt of US$146 million (as at 31 March 2016).

About Oil Search

Oil Search is an oil and gas exploration and development company, which was established in Papua New Guinea (PNG) in 1929. Oil Search’s main asset is its 29% interest in the 6.9 MTPA PNG LNG Project, a world-scale liquefied natural gas (LNG) development operated by ExxonMobil PNG Limited. In addition to the PNG LNG Project, Oil Search has a 22.8% interest in the Papua LNG Project and interests in, and operates all of, PNG's currently producing oil fields. Approximately 20% of PNG LNG Project gas is sourced from the Oil Search-operated oil fields.

About InterOil

InterOil Corporation is an independent oil and gas business with a sole focus on Papua New Guinea.
InterOil’s assets include one of Asia’s largest undeveloped gas fields, Elk-Antelope, in the Gulf Province, and exploration licenses covering about 16,000km2 . Its main offices are in Singapore and Port Moresby. InterOil is listed on the New York and Port Moresby stock exchanges.