ExxonMobil has made an offer for InterOil, sparking a potential bidding war with Australia-based Oil Search.

InterOil said Monday that it has received an unsolicited “superior” proposal from Exxon.

Exxon has offered InterOil a fixed price of $45 per share to be paid in ExxonMobil shares.

Exxon has also offered a contingent resource payment of $0.90 per million cubic feet equivalent of Elk-Antelope 2C resources in excess of 6.2 trillion cubic feet equivalent, subject to a cap of 10 tcfe.

The contingent resource payment will be payable in cash at resource certification and will not be transferable or listed on an exchange.

InterOil is an independent oil and gas business with a sole focus on Papua New Guinea.

The company’s assets include the Elk-Antelope, one of Asia’s largest undeveloped gas fields.

InterOil also holds a stake in the Total operated Papua LNG, where first gas is expected in the early 2020s.

Exxon’s current offer bests an offer made by Australia-based Oil Search late last month.

Oil Search offered 8.05 of its own shares for every InterOil share, with each InterOil share being valued at $42.66.

InterOil shareholders would also receive a Contingent Value Right for each InterOil share that will pay $6.044 in cash per InterOil share for each 1 tcfe above 6.2 tcfe of certified 2C resources at Elk-Antelope.

Oil Search has at least three three days, up to July 21, to submit a revised offer before InterOil can enter into an agreement with ExxonMobil.

France’s Total has a memorandum of understanding with Oil Search regarding the InterOil assets and is aware of the developments.

Oil Search said the parties are in active dialogue and have the flexibility to submit a revised offer either during the three day notice period or after InterOil enters into an agreement with ExxonMobil.

“The proposal from ExxonMobil endorses Oil Search’s view on the quality of the Elk-Antelope gas fields and the value of the Papua LNG Project. Given its existing material interests in both the PNG LNG Project and in the Papua LNG Project,” Oil Search said.

If Oil Search’s agreement with InterOil is terminated, Oil Search said it’s entitled to a $60 million break fee, with Total entitled to 20 percent of that fee.

Oil Search said the breakup fee would “more than cover” the costs associated with its offer.

In light of the Exxon bid, Oil Search said it intends to delay the release of its second quarter activities report until July 21.


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