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Santos rejects $10.8 billion takeover offer from Harbour Energy

Staff Writer |
On 21 May 2018 Santos received a conditional binding offer from Harbour Energy to acquire 100 percent of Santos shares by way of a scheme of arrangement at a cash price of $5.21 per share (currently equivalent to A$6.861 per share).

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Harbour indicated that it would be willing to increase its offer to $5.25 per share (currently equivalent to A$6.911 per share) if Santos was willing to extend certain oil price hedging arrangements.

Harbour subsequently confirmed that the price offered under the final proposal was “best and final” and followed a seven week period of engagement with Harbour on the price and terms of an indicative proposal announced on 3 April 2018 (Indicative Proposal).

Following extensive due diligence, the final proposal price was increased by 4.6 percent to $5.21 per share from the price of $4.98 per share in the Indicative Proposal.

The consideration would be in US dollars and Santos shareholders would be subject to fluctuations in the AUD/USD exchange rate, with no adjustment if the U.S. dollar depreciated against the Australian dollar.

Since receipt of the Indicative Proposal, Brent oil prices have increased by 14 percent and the share prices of other major ASX-listed energy peers by an average of 18 percent2. The Santos business has continued to perform well and is generating strong free cash flow.

The final proposal was a highly leveraged private equity-backed structure that, prior to implementation, would have required Santos to provide significant support for Harbour’s debt raising and to hedge a significant proportion of oil-linked production.

In addition, the final proposal was stated to be subject to various conditions, including FIRB approval and restrictions on the conduct of Santos’ business from the time of entering into the Scheme Implementation Deed until implementation.

After careful consideration of all aspects of the final proposal, the Santos independent directors and Managing Director & CEO have unanimously resolved to reject the final proposal on the basis that it does not represent a full value of the company and, when combined with the associated risks, is not in the best interests of Santos shareholders.

Accordingly, Santos has now terminated all discussions with Harbour Energy.

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