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  • Oil Search and Santos merger update: Court approves distribution of Scheme Booklet and convening of Scheme Meeting
    édité le 11/11/2021 - Plus de news de "Santos" - Voir la fiche entreprise de "Santos"


Oil Search and Santos merger update: Court approves distribution of Scheme Booklet and convening of Scheme Meeting
   - The Independent Expert has concluded that the Merger is in the best interests of Oil Search shareholders in the absence of a Superior Proposal
   - The Oil Search Board continues to unanimously recommend that Oil Search shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal

Oil Search Limited (Oil Search) and Santos Limited (Santos) are pleased to provide the following update in relation to their proposed merger announced to the ASX on 10 September 2021. As set out in that announcement, the Merger is proposed to be effected by a scheme of arrangement under PNG law whereby Santos will acquire all of the shares in Oil Search and Oil Search shareholders will receive 0.6275 new Santos shares for each Oil Search share (‘the Scheme”).

The National Court of Papua New Guinea (“PNG”) has today made orders:

   - that Oil Search convene a meeting of Oil Search shareholders on Tuesday 7 December 2021, to consider and vote on the proposed Scheme (“Scheme Meeting”); and
   - approving the distribution to Oil Search shareholders of an explanatory statement providing information about the Scheme and notice of the Scheme Meeting (“Scheme Booklet”).

Scheme Booklet

The Scheme Booklet provides Oil Search shareholders with information about the Scheme.

The Scheme Booklet includes a copy of the Independent Expert’s Report prepared by Grant Samuel & Associates Pty Limited (“Independent Expert”).

The Independent Expert has concluded that the Merger is in the best interests of Oil Search shareholders in the absence of a Superior Proposal. A complete copy of the Independent Expert’s Report is included in Annexure A to the Scheme Booklet. Oil Search shareholders should carefully review the Independent Expert’s Report in its entirety.

Directors’ recommendation

The Oil Search Board continues to unanimously recommend that Oil Search shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal. Each Oil Search Director intends to vote all the Oil Search shares held or controlled by them in favour of the Scheme, in the absence of a superior proposal.

Oil Search Chairman, Rick Lee, said “The Merger brings together two highly complementary businesses and creates an oil and gas company of significant size with a portfolio of geographically and product diversified long-life and low-cost assets. We look forward to Oil Search’s shareholders participation in the Scheme Meeting and encourage you to vote in favour of the Merger, which the Oil Search Directors believe, is in the best interests of Oil Search shareholders.”

Santos Chairman, Keith Spence, said “The merger represents an attractive combination of two industry leaders to create a regional champion with the balance sheet and strong diversified cashflows necessary to fund growth, the energy transition to a lower carbon future including Santos’ leading carbon capture and storage capability, and deliver shareholder returns.

“We look forward to integrating our businesses to create one high performing team – with a vision of becoming a global leader in the energy transition,” Mr Spence said.

About Santos

Santos’ corporate purpose is to provide sustainable returns for our shareholders by supplying reliable, affordable and cleaner energy to improve the lives of people in Australia and Asia.
Santos has a clear and consistent strategic framework of Transform Build Grow to deliver this vision. At the heart of this framework is a disciplined low-cost operating model that drives decisions around capital allocation and enables sustainable growth and development throughout the cycle.
Santos has been a committed participant in PNG for over 40 years and enjoys a strong working relationship with the PNG Government and its PNG LNG joint venture partners ExxonMobil, JX Nippon, Kumul, MRDC and Oil Search. Santos is supportive of the backfill and expansion of PNG LNG through the development of the P’nyang field and other opportunities. Santos also has a strong working relationship with Total through the GLNG joint venture.
Our strategic vision complements Oil Search’s disciplined three phase strategy to Focus, Deliver and Evolve. We are completely aligned regarding the need for a low-cost base and capital efficiency. We share the same aspirations for the delivery of the LNG expansion in PNG. In relation to Alaska, we would be supportive of Oil Search working towards FEED and FID as publicly announced. We are committed to ESG and measurable action on sustainability.

About Oil Search

Oil Search is a responsible energy company, with a proud history and strong heritage, that contributes to a sustainable future. Established in 1929, the organisation’s purpose is to deliver low cost, high value energy that meets society’s needs, and its ambition is to be the preferred energy company for all stakeholders.
With activities well supported by a clear hierarchy for allocating capital, prioritising sustaining capital and a strong, flexible balance sheet, Oil Search is a safe, low-cost, reliable business with a clear path to future growth.
Recognised for its proven capability to operate in challenging environments, Oil Search has a world-class resource base and a strong track record of working with communities and stakeholders. Sustainability is embedded across the Company and it aspires to set the standard for sustainable development.


Origine : Communiqué Santos

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