- The Independent Expert has concluded that the Merger is in the best interests of Oil Search shareholders in the absence of a Superior Proposal
- The Oil Search Board continues to unanimously recommend that Oil Search shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal
Oil Search Limited (“Oil Search”) and Santos Limited (“Santos”) are pleased to provide the following update in relation to their proposed merger announced to the ASX on 10 September 2021. As set out in that announcement, the Merger is proposed to be effected by a scheme of arrangement under PNG law whereby Santos will acquire all of the shares in Oil Search and Oil Search shareholders will receive 0.6275 new Santos shares for each Oil Search share (‘the Scheme”).
The National Court of Papua New Guinea (“PNG”) has today made orders:
- that Oil Search convene a meeting of Oil Search shareholders on Tuesday 7 December 2021, to consider and vote on the proposed Scheme (“Scheme Meeting”); and
- approving the distribution to Oil Search shareholders of an explanatory statement providing information about the Scheme and notice of the Scheme Meeting (“Scheme Booklet”).
Scheme Booklet
A copy of the Scheme Booklet, and a Notice of Scheme Meeting, is attached to this announcement.
The Scheme Booklet provides Oil Search shareholders with information about the Scheme.
The Scheme Booklet includes a copy of the Independent Expert’s Report prepared by Grant Samuel & Associates Pty Limited (“Independent Expert”).
The Independent Expert has concluded that the Merger is in the best interests of Oil Search shareholders in the absence of a Superior Proposal. A complete copy of the Independent Expert’s Report is included in Annexure A to the Scheme Booklet. Oil Search shareholders should carefully review the Independent Expert’s Report in its entirety.
Directors’ recommendation
The Oil Search Board continues to unanimously recommend that Oil Search 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’s shareholders participation in the Scheme Meeting and encourage you to vote in favour of the Merger, which the Oil Search Directors believe, is in the best interests of Oil Search 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 cashflows 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,” Mr Spence said.
Accessing the Scheme Booklet
Oil Search shareholders who have previously elected to receive communications electronically will receive an email to their nominated email address during the course of this week, that will contain instructions about how to view or download a copy of the Scheme Booklet. Oil Search shareholders who have not made such an election will receive a letter (sent by post to their registered address) containing details of where they can view and download the Scheme Booklet.
Oil Search shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling the Oil Search Shareholder Information Line on 1300 150 530 (within Australia) or +61 2 9066 4081 (outside Australia), Monday to Friday between 9:00am and 5:00pm (Sydney time) other than public holidays in Sydney, Australia.
Oil Search shareholders are advised to read the Scheme Booklet in its entirety before making a decision on whether or not to vote in favour of the Scheme.
Scheme Meeting
The Scheme Meeting will be conducted as a virtual meeting at 11:00am (Sydney time) / 10:00am (Port Moresby time) on Tuesday, 7 December 2021. There will be no physical Scheme Meeting. Oil Search shareholders (or their proxies, attorneys or corporate representatives) will be able to attend and vote at the Scheme Meeting through an online platform available at https://web.lumiagm.com/399778470 (meeting ID 399778470).
All Oil Search shareholders are encouraged to vote either by attending and voting at the virtual Scheme Meeting or by lodging a proxy to attend and vote at the virtual Scheme Meeting. The Notice of Scheme Meeting provides information on how to lodge your Proxy Form (if applicable).
Queries
If Oil Search shareholders have any questions in relation to this Scheme Booklet or the Scheme, they can call the Oil Search Shareholder Information Line on 1300 150 530 (within Australia) or +61 2 9066 4081 (outside Australia), Monday to Friday between 9:00am and 5:00pm (Sydney time) other than public holidays in Sydney, Australia. If you are not able to access the Oil Search Shareholder Information Line you can request a call back from oilsearchmerger@investorinfo.net.au or you can view further information at https://www.oilsearch.com/scheme-meeting.
