Australia’s energy player Santos is facing a multi-week extension of the deadline for the negotiations surrounding an $18.7 billion non-binding indicative offer made by a consortium spearheaded by XRG, a subsidiary of Abu Dhabi National Oil Company (ADNOC), which entails Abu Dhabi Development Holding Company (ADQ) and global investment firm Carlyle.
After XRG proposed to acquire Santos’ all ordinary shares for a cash offer price of $5.761 per share via a scheme of arrangement, the Australian player confirmed a process and exclusivity deed with the ADNOC-led consortium, which secured exclusive due diligence access for six weeks.
The company claims that the XRG consortium, which substantially completed due diligence, has not found anything that would cause it to withdraw its indicative proposal; thus, confirming its commitment to working constructively to complete due diligence and to agree on a binding transaction.
As a result, Santos consented to the XRG consortium’s request for an extension of the exclusivity period until August 22, 2025, regarding the process and exclusivity deed dated June 27, 2025.
“Since that time, Santos and the XRG consortium have continued to work together to complete due diligence and progress the potential transaction, including the negotiation of terms of a binding scheme implementation agreement (SIA),” elaborated the Australian firm.
Even though discussions and final confirmatory due diligence have continued to be collaborative, the companies have not yet reached an agreement on acceptable terms of a binding SIA.
The takeover bid is in line with XRG’s low-carbon agenda and five-year business plan to establish an integrated gas and liquefied natural gas (LNG) business with 20–25 million tons per annum (mtpa) capacity by 2035.
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Santos claims that the XRG consortium has underlined that it will not be in a position to sign a binding SIA even if the terms and final due diligence were out of the way, as it is yet to obtain the requisite final approvals required to enter into a binding transaction.
Based on the ADNOC-led consortium’s indications, these approvals are expected to take four weeks to obtain, assuming an expedited process, potentially longer otherwise, from the time that both due diligence is complete and the terms of the SIA are agreed in principle.
As a result, Santos does not expect the parties to enter into a binding SIA by August 22, when the exclusivity period under the process deed expires. In the meantime, discussions with the XRG consortium remain ongoing.
While explaining that its shareholders do not need to take any action, Santos underscores that there is no certainty that the duo will enter into a binding SIA on terms acceptable to both firms or that the potential transaction will proceed.