Santos has entered into a process and exclusivity deed (Process Deed) with XRG, a subsidiary of Abu Dhabi National Oil Company and lead investor of a consortium including Abu Dhabi Development Holding Company and Carlyle (the XRG Consortium) in relation to the XRG Consortium’s non-binding indicative proposal to acquire 100% of the issued shares of Santos for US$5.76[1] (A$8.89)[2] per share in cash (Potential Transaction).
The Process Deed governs the basis upon which the XRG Consortium will have the opportunity to undertake due diligence and provides for the parties to negotiate in good faith, in parallel with the due diligence, a binding scheme implementation deed (SID) to implement the Potential Transaction.
The XRG Consortium has been granted exclusive due diligence access for a period of six weeks (Exclusivity Period) from today (Data Room Opening). The exclusivity provisions include customary 'no shop', 'no talk', 'no due diligence' and 'notification' obligations that apply during the Exclusivity Period. A fiduciary exception applies enabling the Santos Board to deal with potentially superior proposals from competing acquirers from the date that is four weeks from today.
The key terms of the exclusivity provisions are summarised in Appendix A.
The XRG Consortium has also agreed to a confidentiality agreement with Santos.
Santos Shareholders do not need to take any action in relation to this announcement. Santos notes that there is no certainty that the XRG Consortium will enter into a binding SID or that a Potential Transaction will proceed. Santos will continue to keep its shareholders informed in accordance with its continuous disclosure obligations.
[1] The cash offer price will be adjusted for any dividends paid by Santos.
[2] Based on an exchange rate of 0.6480 AUDUSD as at 13 June 2025.
For further info, see Appendix A – Summary of key terms of exclusivity provisions in original announcement
Source: XRG
