After launching a non-binding bid in April to take over Australian gas producer Santos, Harbour Energy has now firmed up the offer.
Santos on Thursday said it received a binding, conditional proposal from Harbour Energy to acquire 100% of Santos shares by way of a scheme of arrangement for a consideration equivalent to US$4.98 per share. To remind, when the non-binding offer was launched in April, Bloomberg said the offer valued Santos at $10.3 billion.
The new proposal, which Santos has labeled the Revised Harbour Proposal, involves no change in price, Santos said, but includes “a number of significant changes to the transaction structure previously announced.”
According to Santos, the changes include a US dollar offer of cash consideration for shareholders other than Santos’ shareholders ENN and Hony, with no fixed Australian dollar component.
The proposal also includes an offer to ENN and Hony to roll-over their existing Santos shares into a Harbour investment vehicle and subscribe for new shares. This option is not available to other Santos shareholders.
“The Revised Harbour Proposal is subject to conditions, including completion of final confirmatory due diligence and entry into a scheme implementation deed between Santos and Harbour, which requires the transaction to be recommended by the independent directors of the Santos Board and includes, among other things, FIRB and shareholder approval conditions,” Santos said.
“The independent directors of Santos will consider the Revised Harbour Proposal and will update shareholders accordingly. There is no certainty that the Revised Harbour Proposal will result in an offer for Santos that is capable of being considered by shareholders. Santos shareholders are advised to take no action in relation to the Revised Harbour Proposal at this time,” Santos said.