Santos has announced that it has entered into a process and exclusivity deed with XRG, following a $30 billion all-cash takeover offer.
Santos said the process deed governs the basis upon which the XRG Consortium will have the opportunity to undertake due diligence and provides for the parties to negotiate in good faith, in parallel with the due diligence, a binding scheme implementation deed to implement the potential transaction.
The XRG Consortium has been granted exclusive due diligence access for a period of six weeks from 27 June 2025. The exclusivity provisions include customary “no shop”, “no talk”, “no due diligence” and “notification” obligations that apply during the exclusivity period.
A fiduciary exception also applies, enabling the Santos Board to deal with potentially superior proposals from competing acquirers from the date that is four weeks from 27 June 2025.
The XRG Consortium – led by XRG P.J.S.C. (a subsidiary of Abu Dhabi National Oil Company), Abu Dhabi Development Holding Company (ADQ) and Carlyle – has also agreed to a confidentiality agreement with Santos.
The latest announcement follows the Santos Board confirming on 16 June 2025 that it intended 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.
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