Phil Mulacek and his supporters, representing more than 7 per cent of InterOil's share register, described the friendly takeover announced last Friday as "a bad deal at the bottom of the market".
They say the offer "significantly undervalues" the Papua New Guinea gas resource holder and wipes out about $US1 billion in future value that the company was due to receive from French oil major Total.
Mr Mulacek said the "concerned shareholders" were "enormously disappointed but unfortunately not surprised" that the InterOil board announced the bid just before the annual meeting on June 14 where proposals were due to be discussed to improve transparency on InterOil's gas resources in PNG.
He said the board's action reinforced the case for shareholders to push for changes in the board to better align it with shareholder interests.
"The board has sent a clear message that they do not understand how to surface shareholder value," Mr Mulacek said in a statement released in Houston early Tuesday Australian time.
Mr Mulacek said the terms represent a major shortfall to what InterOil had previously agreed with Total because the security only pays an amount on the resource size, whereas the previous deal would see Total continue to make payments to InterOil after LNG production begins.
"By submitting this bid, the current Board and management have effectively resigned and so no longer represent InterOil's shareholders," he said.
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