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The XRG Consortium has dropped its takeover bid for Santos Ltd (ASX: STO) over several sticking points including making a commitment to supply the domestic Australian market with gas.
The consortium – a subsidiary of the Abu Dhabi National Oil Company – announced the bid on June 16 and priced it at US$5.62 per share, or $8.44 per share at today's exchange rate.
Santos shares closed on Wednesday at $7.65, well below the takeover bid price.
Doubts were raised around whether the deal would pass through Australia's Foreign Investment Review Board and receive sign off from Federal Treasurer Jim Chalmers, given the sensitivity around gas prices and supply in the domestic market.
Santos on Thursday said in a statement to the ASX that there were several matters which it and the consortium could not agree on, despite Santos having twice extended the due diligence period.
The Santos board had expressed its concern to the XRG Consortium about delays in agreeing the scheme implementation agreement (SIA). The XRG consortium would not agree to acceptable terms which protected the value of the potential transaction for Santos shareholders, having regard to the likely extended timeframe to completion and the regulatory risk associated with the transaction. Further, the XRG Consortium would not agree to an appropriate allocation of risk between the XRG Consortium and Santos shareholders under the SIA. This included the obligation of the XRG Consortium to secure regulatory approvals and the provision of a reasonable commitment to the development and supply of domestic gas.
Santos said it continues to execute its strategy successfully and its two major development projects, the Barossa gas project in Australia and the Pikka phase 1 oil project in Alaska, were well-advanced and materially de-risked.
As these projects come online, Santos' capacity to generate free cash flow will materially strengthen, supporting greater returns to shareholders under our capital allocation framework.
