Australia's Santos gets $10.4 billion takeover bid from Harbour Energy
Staff Writer |
Harbour Energy confirmed that Santos Limited has agreed to grant Harbour access to due diligence pursuant to Harbour’s non-binding offer to acquire 100% of the fully diluted ordinary shares of Santos by way of scheme of arrangement.
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The indicative offer price is US$4.98 per share, which in Australian dollars is equivalent to A$6.50 and represents a premium of 28% to the last closing price of Santos of A$5.07 per share on 29 March 2018; and 30% to the one month volume weighted average share price of Santos of A$5.00 per share up to 29 March 2018.
The indicative offer price is comprised of a cash offer price of US$4.70 per share (equivalent to A$6.131 per share); plus a special dividend of US$0.28 per share (equivalent to A$0.371 per share) which is expected to be fully franked.
For those shareholders able to realize the full value of expected franking credits, the special dividend would represent additional value over and above the indicative offer price of up to A$0.161 per share.
The Harbour proposal also provides for a fixed Australian dollar offer price for the first 10,000 shares held by each individual shareholder. This price would be fixed by reference to the prevailing exchange rate at the time the companies enter into binding transaction documentation.
Harbour is providing for Santos’ existing shareholders to remain invested in Santos, should they so desire, via an option to elect to accept unlisted scrip in the new, private company, subject to a minimum 15% of shareholders electing to do so and a maximum participation of 20%.
The condition related to a minimum of 15% of existing Santos shares outstanding electing to receive scrip would be fulfilled should Santos’ largest shareholder (ENN together with Hony Capital) elect to do so.
Electing to remain invested in Santos would be consistent with ENN and Hony Capital’s stated intention to be long term investors and their strategic relationship with Santos. ■