Woodside Petroleum Ltd. and BHP Group signed a binding share sale agreement for the merger of BHP’s oil and gas portfolio with Woodside. Woodside will acquire the entire share capital of BHP Petroleum International Pty Ltd. in exchange for new Woodside shares.
The signing follows the merger commitment deed announced Aug. 17 (OGJ Online, Aug. 23, 2021).
On completion, the merger will create a global top 10 independent energy company by production and the largest energy company listed on the ASX.
Synergies from the merger are estimated at more than US$400 million/year.
On completion, Woodside will issue new shares expected to comprise about 48% of all Woodside shares as consideration.
Completion is targeted for second-quarter 2022 with an effective date of July 1, 2021.
Both companies have termination rights. If the merger does not close, a reimbursement fee of US$160 million is payable in certain circumstances, including if Woodside’s board changes, withdraws, or qualifies its recommendation that shareholders vote in favor of the deal.
Completion is subject to satisfaction (or waiver where permitted) of conditions precedent by June 30, 2022, or an agreed later date. If a condition precedent has not been satisfied or waived by the agreed date, either party may terminate the agreement.
Woodside and BHP are seeking to secure necessary third-party consents prior to a Woodside shareholder meeting targeted for second-quarter 2022.
Woodside will retain its primary listing on the Australian Securities Exchange (ASX) and is pursuing a secondary listing on the New York Stock Exchange through an American depository receipt arrangement. Additional secondary listings are being evaluated.
It is intended that the Woodside board will appoint a current BHP director as a Woodside director on completion.
