ExxonMobil Corporation agreed on Friday to acquire all of the outstanding shares of InterOil.
Exxon said the transaction is worth more than $2.5 billion.
The agreement comes just five days after Exxon made an unsolicited offer for InterOil that beat a previous offer made by Australia-based Oil Search.
Oil Search said on Thursday that it would not revise its offer for InterOil.
Exxon’s offer calls for a payment of $45.00 per share of InterOil, paid in ExxonMobil shares, at closing.
The number of ExxonMobil shares paid per share of InterOil will be calculated based on the volume weighted average price of ExxonMobil shares over a measuring period of 10 days ending shortly before the closing date.
The deal also includes a contingent resource cash payment of $7.07 per share for each trillion cubic feet equivalent gross resource certification of the Elk-Antelope field above 6.2 tcfe, up to a maximum of 10 tcfe.
The CRP will be paid on the completion of the interim certification process in accordance with the share purchase agreement with France’s Total that will include the Antelope-7 appraisal well.
Antelope-7 is scheduled to be drilled later in 2016.
The CRP will not be transferable and will not be listed on any exchange.
The transaction will give ExxonMobil access to InterOil’s resource base, that includes interests in six licenses in Papua New Guinea covering about four million acres, including PRL 15.
The Elk-Antelope field in PRL 15 is the anchor field for the proposed Papua LNG project and is believed to be one of Asia’s largest undeveloped gas fields.
Exxon already operates the 6.9 million million tonnes per annum Papua LNG project.
ExxonMobil said the transaction has been unanimously approved by the boards of both companies.
The transaction will be implemented by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3 percent of the votes cast by InterOil shareholders.
A special meeting for the vote is expected to take place in September.
The transaction is currently is expected to close in September 2016.
Exxon said it will be paying Oil Search a termination fee on behalf of InterOil.
Oil Search said earlier this week that it is entitled to $60 million break fee.
Total will be entitled to 20 percent of the fee.
“InterOil’s resources will enhance ExxonMobil’s already successful business in Papua New Guinea and bolster the company’s strong position in liquefied natural gas,” Exxon chairman and CEO Rex W. Tillerson said.