Santos has received an all-cash acquisition offer from a consortium led by international energy investment company XRG, the gas giant confirms.
Under the indicative proposal, the consortium – led by XRG P.J.S.C. (a subsidiary of Abu Dhabi National Oil Company), Abu Dhabi Development Holding Company (ADQ) and Carlyle – would acquire all of the ordinary shares of Santos for a cash offer price of $8.89 per Santos share, via a scheme of arrangement.
As at the close of trading on the ASX on 13 June 2025, the indicative proposal represented a:
- 28 per cent premium to the last closing price of $6.96
- 30 per cent premium to the one-week volume weighted average price (VWAP) of $6.823
- 34 per cent premium to the one-month VWAP of $6.614
- 44 per cent premium to the three-month VWAP of $6.195
- 39 per cent premium to the six-month VWAP of $6.406
The Santos Board has confirmed that it intends to unanimously recommend that Santos shareholders vote in favour of the potential transaction, subject to reaching agreement on acceptable terms of a binding scheme implementation agreement (SIA).
Santos said the Board has also determined that it is in the best interests of its shareholders to provide the XRG Consortium with access to confidential information to conduct confirmatory due diligence and negotiate the terms and conditions of an SIA.
The XRG Consortium has indicated that it will require Santos to enter into a process and exclusivity deed before it progresses to undertaking confirmatory due diligence and negotiating the terms of the SIA, and Santos said it intends to negotiate these terms and an associated confidentiality deed with the XRG Consortium.
The consortium said it aims to build on Santos’ strong and longstanding legacy as a trusted and reliable energy producer, unlocking additional gas supply for Santos’ customers, and strengthening domestic and international energy security.
XRG said the proposed transaction is aligned with XRG’s strategy and ambition to build a leading integrated global gas and LNG business.
Subject to implementation of the proposal, the XRG Consortium said it intends to:
- Maintain Santos’ headquarters in Adelaide, brand, and operational footprint in Australia and key international operating hubs.
- Work closely with the existing management team to accelerate growth and support local employment and the communities where Santos operates.
- Invest in Santos’ growth and further development of its gas and LNG focused business, which will provide reliable and affordable energy and low carbon solutions to customers in Australia, the Asia Pacific and beyond, which the consortium said will reinforce Australia’s position as a responsible energy partner and contributor to domestic and regional energy security.
- Ensure Santos remains a contributor to the transformation of energy systems and continues to make future-facing investments in Santos’ carbon capture and storage projects, low carbon fuels, other decarbonisation initiatives and the application of AI to drive efficiency and value across operations.
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