What was announced?
This afternoon the Oil Search-Santos merger took a big step towards completion after the Independent Expert concluded that it is in the best interests of Oil Search shareholders in the absence of a superior proposal.
In light of this, the Oil Search Board continues to unanimously recommend that its shareholders vote in favour of a scheme that will see Santos acquire Oil Search for 0.6275 new Santos shares for each Oil Search share owned. This values the combined entity at $23 billion.
Oil Search’s Chairman, Rick Lee, commented: “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.”
This sentiment was echoed by Santos Chairman, Keith Spence. He 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 added.
Independent expert report
As mentioned above, the independent expert, Grant Samuel, concluded that the report was in the best interests of Oil Search shareholders. Though, it does believe Oil Search is contributing more than its shareholding in the merged entity would imply.
The report states: “Oil Search Shareholders should note that, in its report, the Independent Expert has made an assessment of the underlying value of each of Oil Search and Santos and, on the basis of its view of those relative underlying values, has suggested that Oil Search Shareholders are contributing a greater proportion to the underlying value of the Merged Group than the 38.5% which they will receive under the terms of the Merger. However, the Independent Expert also notes the strategic, commercial and funding benefits of the Merger, and has ultimately concluded that Oil Search Shareholders are likely to be better off if the Merger proceeds than if it does not.”
The National Court of Papua New Guinea has today made orders that Oil Search convene a meeting of shareholders to consider and vote on the proposed Scheme. It has also approved the distribution to shareholders of an explanatory statement providing information about the Scheme and notice of the Scheme Meeting.
Shareholders will then meet online on 7 December 2021 to vote on the merger. This means the combination of the two energy giants could be just a matter of weeks away.