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XRG-led consortium kicks off due diligence for Santos takeover

Santos’ board retains the right to engage with better offers starting four weeks into the exclusivity period

Australian oil and gas producer Santos granted the consortium led by Adnoc’s international investment arm XRG six-week exclusive due diligence access, starting 27 June, as part of a potential USD 18.7 bn takeover, according to a disclosure(pdf). During this exclusivity period, Santos is bound by “no shop,” “no talk,” and “no due diligence” clauses, though a fiduciary exception remains in place should a superior offer emerge after four weeks.

Background: The consortium, which includes Abu Dhabi sovereign wealth fund ADQ and private equity firm Carlyle, submitted earlier this month an indicative, non-binding USD 18.7 bn takeover bid to acquire Santos. The consortium would pay USD 5.76 (AUD 8.89) per share as part of the transaction.

ADVISORS- Goldman Sachs and JB North & Co are financial advisors to Santos, while Rothschild & Co is acting as independent board advisor. Herbert Smith Freehills Kramer is acting as legal advisor to Santos.