Australia's Santos backs US$18.7bil takeover bid from ADNOC-led consortium

New Straits Times

2 days ago

KUALA LUMPUR: Australian oil and gas producer Santos said on Monday it intended to support an US$18.7 billion takeover bid from an international consortium led by Abu Dhabi's National Oil Company (ADNOC), which is looking to grow a global gas business.
ADNOC, through its investment arm XRG, with Abu Dhabi Development Holding Company (ADQ) and private equity firm Carlyle has offered US$5.76 (A$8.89) per Santos share, which was a 28 per cent premium to the Australian company's close on Friday.
Santos shares rose 15 per cent in early trading Monday to A$7.86, well below the offer price for the transaction, which analysts said faced the risk of not being approved by regulators in both Australia and Papua New Guinea.
The takeover bid emerged as oil prices reached multi-week highs as Israel and Iran traded air strikes, sparking concerns oil exports from the Middle East could be widely disrupted.
With Santos in its fold, the XRG-led consortium would gain control of two Australian liquefied natural gas operations - Gladstone LNG on the east coast and Darwin LNG in the north, as well as stakes in PNG LNG and the undeveloped Papua LNG. Santos' interests in Papua New Guinea are considered its most prized assets.
The company is also developing an oil project in Alaska, Pikka, due to start producing in mid-2026.
The takeover offer follows two previous proposals made by the consortium in March at US$5.04 and US$5.42 per share that were not made public.
"The Santos Board confirms that, subject to reaching agreement on acceptable terms of a binding scheme implementation agreement, it intends to unanimously recommend that Santos Shareholders vote in favour of the potential transaction, in the absence of a superior proposal," it added.
The XRG consortium said it was negotiating to carry out due diligence with Santos on an exclusive basis before formalising the offer which would need at least 75 per cent support from Santos investors.
"The proposed transaction is aligned with XRG's strategy and ambition to build a leading integrated global gas and LNG business," it said in a statement.
Santos said the deal required approval from Australia's Foreign Investment Review Board (FIRB), Australian Securities and Investments Commission (ASIC), National Offshore Petroleum Titles Administrator, PNG Securities Commission, PNG Independent Consumer and Competition Commission and Committee on Foreign Investment in the United States (CIFIUS).
XRG said it would maintain Santos's headquarters in South Australia, in a move to try and appease some regulators.
MST Marquee senior energy analyst Saul Kavonic said FIRB approval "may be a major risk to the deal" as Santos controls significant critical energy infrastructure in Australia. Analysts at E&P Capital also flagged the risk of securing approvals from Australia's offshore operations regulator and Papua New Guinea.
The deal follows talks last year between Santos and its bigger Australian rival Woodside to create a possible A$80 billion oil and gas giant, but Santos walked away saying it would look for other ways to bolster its value.
Santos said in February its underlying annual profit fell nearly 16 per cent in 2024 and the company cut its dividend by 41 per cent.
While Santos has been a takeover target over the past several years, Kavonic said that a competing bid "is very unlikely as only ADNOC may be willing to pay such a premium to realise their global LNG ambitions.