Santos (ASX:STO) has received a non-binding takeover proposal from a consortium led by Abu Dhabi National Oil Company’s subsidiary XRG P.J.S.C., alongside ADQ and Carlyle. The offer values Santos at US$5.76 per share (A$8.89), representing a 28% premium to its last closing price. The consortium had previously made two lower offers in March, and this revised bid—worth nearly A$30 billion—would proceed via a scheme of arrangement.
The Santos Board has agreed to provide the XRG Consortium with due diligence access, subject to finalising a Process and Exclusivity Deed. If a binding Scheme Implementation Agreement is reached on acceptable terms, the board intends to unanimously recommend the deal, provided there’s no superior proposal and an independent expert deems it fair and reasonable. The transaction remains conditional on regulatory approvals from bodies in Australia, PNG, and the US.
While there is no certainty the bid will proceed, the proposal marks a major potential shift in ownership of one of Australia’s largest energy companies. Santos has appointed Goldman Sachs and JB North & Co as financial advisers, with legal and board advisory support from Herbert Smith Freehills Kramer and Rothschild & Co.
