The combination of Santos and Oil Search will create a regional champion of size and scale with the following features: The Oil Search Board of Directors unanimously recommends that Oil Search shareholders vote in favour of the Merger and each Oil Search Director intends to vote all the shares they hold or control in Oil Search in favour of the Merger (in the absence of a superior proposal and subject to an Independent Expert concluding that the Merger is in the best interests of the Oil Search shareholders). Upon implementation of the Merger, Oil Search shareholders will own approximately 38.5 per cent of the merged entity and Santos shareholders will own approximately 61.5 per cent. Under the terms of the Merger, Oil Search shareholders will receive 0.6275 new Santos shares for each Oil Search share held on the record date of the Scheme of Arrangement (as per merger terms agreed and released to the ASX on 2 August 2021). This follows both companies successfully completing reciprocal confirmatory due diligence, which commenced on 6 August 2021.
Santos Limited ( Santos) and Oil Search Limited ( Oil Search) are pleased to announce that they have entered into a Merger Implementation Deed (“MID”), under which the two companies will combine via an Oil Search Scheme of Arrangement (“the Merger”). The Merger is subject to a limited number of customary conditions including Oil Search shareholder approval, regulatory approvals and Papua New Guinea court approval The Oil Search Board has unanimously approved the transaction and recommends that shareholders vote in favour of the Merger in the absence of a Superior Proposal, and subject to an Independent Expert concluding that the Merger is in the best interests of Oil Search shareholders Santos expects the Merger to unlock pre-tax synergies of US$90-115 million per annum (excluding integration and other one-off costs) which is expected to benefit both sets of shareholders The Merger creates a regional champion of size and scale, with a pro-forma market capitalisation of approximately A$21 billion Upon completion of the Merger, Oil Search shareholders will own approximately 38.5 per cent of the merged entity and Santos shareholders will own approximately 61.5 per cent Oil Search shareholders are to receive 0.6275 new Santos shares for each Oil Search share held Santos and Oil Search have entered into a definitive agreement to merge the two companies in an all-scrip transaction
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