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  • Santos confirms Oil Search Merger Proposal
    édité le 20/07/2021 - Plus de news de "Santos" - Voir la fiche entreprise de "Santos"


Santos confirms Oil Search Merger Proposal
Santos refers to the Oil Search ASX release this morning and ongoing speculation regarding a possible merger of Oil Search and Santos. In light of this, and in order to keep the market fully informed, Santos confirms that on 25 June 2021 it submitted a confidential, non-binding indicative all-scrip merger proposal to the Oil Search Board (“Merger Proposal”).

The Merger Proposal provides that the transaction would be implemented through a Scheme of Arrangement under which Oil Search shareholders would receive 0.589 new Santos shares for each Oil Search share held. Following approval of the Scheme, Oil Search shareholders would own 37 per cent of the merged group and Santos shareholders would own 63 per cent.

The ownership ratio implied a transaction price of A$4.25 per Oil Search share, based on Santos’ closing price on 24 June 2021. This represented a 12.3 per cent premium to the Oil Search closing price on 24 June 2021 of A$3.78 and a 9.8 per cent premium to the Mubadala block trade sale price of A$3.865.

On 9 July 2021 Santos received a letter from Oil Search which acknowledged the strengths of the combined company and the rationale for the Merger Proposal but noted that the proposal did not offer appropriate value for Oil Search shareholders or a basis on which discussions could be progressed. Santos has subsequently sought to engage the Oil Search board on the transaction rationale and the opportunity for Oil Search shareholders to participate in the value created by the merger.

The potential merger of Santos and Oil Search is a logical combination of two industry leaders to create an unrivalled regional champion of size and scale with the following features:

   - Pro forma market capitalisation of A$22 billion which positions the merged entity in the top-20 ASX-listed companies and the 20 largest global oil and gas companies
   - Diversified portfolio of high quality, long-life assets across Australia and Papua New Guinea
Robust balance sheet with strong liquidity that can self-fund growth options and an investment grade credit rating
   - Larger portfolio of development assets and opportunities for optimisation
Strong ESG credentials providing greater access to debt and equity capital
   - Opportunity to create value on day one from substantial combination synergies and expected re-rating in share prices
   - Santos has an excellent track record of integration and recently merged Quadrant Energy and the ConocoPhillips WA and NT business unit into its low cost operating model
   - The combination would create greater alignment in Papua New Guinea supporting the development of key projects including Papua LNG, deliver new jobs and help support the local economy.

Santos has put forward the prospect of a genuine merger where the ownership of the merged entity is based on relative contribution and value. Oil Search shareholders continue to participate in the merged entity and retain the opportunity to realise a premium for control as part of the merged entity. The strategic rationale for a merger is clear and offers superior value to Oil Search shareholders rather than continuing on a standalone basis.

Santos continues to believe that the Merger Proposal represents an extremely attractive opportunity to deliver compelling value accretion to both Santos and Oil Search shareholders.

Citigroup and JB North & Co are acting as financial advisers and Herbert Smith Freehills and Dentons are acting as legal advisers to Santos.

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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