Lawson Lundell LLP

2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 20 Summary of Key Disputed Bid Events Oil Search (First Purchaser)/Exxon (Second Purchaser)/InterOil (Target) - 2016 Target announces a friendly transaction with First Purchaser (May, 2016) Target announces receipt of a superior proposal from Second Purchaser (July, 2016) First Purchaser terminates its transaction with Target (July, 2016) Second Purchaser announces friendly stock and contingent value transaction with Target by arrangement (a court-approved process requiring the approval of the Target's shareholders) (July, 2016) 72% of the Target's shareholders approve the transaction (September, 2019) A trial court authorizes the completion of the transaction (September, 2019) An appeal court rejects the trial decision and rescinds approval of the transaction (November, 2016) Second Purchaser increases the amount that could be paid pursuant to the contingent consideration (December, 2016) Target obtains an updated fairness opinion and organizes a second shareholder meeting to review an amended circular (January, 2017) 91% of the Target's shareholders approve the transaction (February, 2017) Purchaser completes the acquisition of Target (February, 2017) Alberta Oil Sands/Marquee - 2016 Purchaser announces an agreement to acquire the Target by arrangement (a court-approved process requiring the approval of the Target's shareholders) (August, 2016) A shareholder of Purchaser makes an application to court to require the Purchaser's shareholders to approve the transaction (August, 2016) A trial court grants the application of the shareholder and orders a meeting of the Purchaser's shareholders to approve the transaction (September, 2016) An appeal court rescinds the order requiring a meeting of the Purchaser's shareholders (November, 2016) Purchaser completes the acquisition without a shareholder vote by its shareholders after Target shareholders approve the transaction (November, 2016) Reignwood/Twin Butte - 2016 Purchaser announces an agreement to acquire the Target by arrangement (a court-approved process requiring the approval of the Target's shareholders and debentureholders) (June, 2016) Target's debenture holders vote against the transaction – which would have provided for the realization of approximately 14% of the amounts owing to them (August, 2016) Purchaser terminated the transaction (August, 2016) Target's senior lenders initiated restructuring proceedings involving the Target (September, 2016)

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