SANTOS Ltd will acquire all of the shares in Oil Search Ltd, and Oil Search shareholders will receive 0.6275 Santos shares for each Oil Search share, according to a scheme of arrangement.
In the proposed merger market announcement this week, the National Court:
- ORDERED that Oil Search convene a meeting of its shareholders on Dec 7 to consider and vote on the proposed scheme (scheme meeting); and,
- APPROVED the distribution to Oil Search shareholders of an explanatory statement providing information about the scheme and notice of the scheme meeting (scheme booklet).
The scheme booklet provides Oil Search shareholders with information about the scheme. It includes a copy of the Independent Expert’s Report prepared by Grant Samuel and Associates Pty Limited which concluded that the merger was in the best interest of Oil Search shareholders in the absence of a superior proposal.
The Oil Search board recommends that 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 shareholders’ participation in the scheme meeting and encourage (them) to vote in favour of the merger, which the directors believe is in the best interests of 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 cash flows 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.”