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  • The merger of Santos and Oil Search is now effective following approval of Oil Search’s Scheme of Arrangement by the National Court of PNG
  • Oil Search shareholders to receive 0.6275 new Santos shares for each Oil Search share held
  • The merger creates a regional champion of size and scale, with a market capitalisation of approximately A$22 billion [1]
  • The merged company would have pro-forma 2021 production of approximately 117 million barrels of oil equivalent [2] (mmboe) and pro-forma 2P+2C resource base of 4,867 mmboe [3]
  • Santos expects the merger to unlock pre-tax synergies of US$90-115 million [4] per annum (excluding integration and other one-off costs)

Santos is pleased to announce that the merger with Oil Search is now effective following the approvals by Oil Search shareholders and the National Court of Papua New Guinea.

Oil Search shareholders will receive 0.6275 new Santos shares for each Oil Search share held on the record date of 14 December 2021.

Santos Chairman Keith Spence said: “The merger combines two industry leaders to create a regional champion of quality, size and scale with a unique and diversified portfolio of long-life, low-cost oil and gas assets.

“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.

Santos Managing Director and Chief Executive Officer Kevin Gallagher said: “Santos and Oil Search are stronger together and will have increased scale and capacity to drive a disciplined, low-cost operating model and unrivaled growth opportunities over the next decade.

“The merger creates a company with strong and diversified cash flows, providing a platform to deliver shareholder returns and successfully navigate the transition to a lower carbon future.

“Additionally, the merger builds on our industry-leading approach to ESG through the combination of Santos’ leading carbon capture and storage capabilities with Oil Search’s social programs in PNG and North America,” Mr Gallagher said.

Following the implementation of the merger, three non-executive directors from Oil Search will join the Santos Board. Santos’ head office will remain in Adelaide.

The remaining dates for implementation of the Scheme of Arrangement and other key dates are set out below*:

EventEstimated date*
Last trading day for Oil Search shares on ASX and PNGX10 December 2021
New Santos shares commence trading on ASX and PNGX [5] on a deferred settlement basis13 December 2021
Record Date14 December 2021
Implementation Date17 December 2021
Despatch of holding statements for New Santos Shares20 December 2021
New Santos shares commence trading on ASX and PNGX [5] on normal settlement basis20 December 2021

*All dates are indicative only and subject to change.

Citigroup and JB North & Co are acting as financial advisers and Herbert Smith Freehills and Dentons are acting as legal advisers to Santos.

 


Notes

[1] Based closing price of $4.14 for Oil Search and $6.62 for Santos on 9 December 2021.

[2] Based on the midpoint of each company’s 2021 production guidance.

[3] 2P reserves and 2C resources as at 31 December 2020.

[4] Please refer to the Scheme Booklet dated 11 November 2021 in relation to the calculation of the expected pre-tax synergies and the risks in relation to realisation of such synergies. The potential synergy numbers represent current expectations, and are subject to a number of assumptions, including as to future events which involve inherent uncertainties and contingencies. The final synergy value will only be determined following implementation of the Scheme and completion of the merged group’s detailed review of its operations.

[5] Subject to the PNGX accepting Santos’ listing application.