Highlights
- Santos (STO) receives indicative support from board for $30b ADNOC-led takeover
- Proposed offer represents a 28% premium on Santos’ last closing price
- Deal maintains Santos’ Australian headquarters and operational footprint
The board of Santos (ASX:STO) has expressed in-principle support for a proposed $30 billion acquisition by the Abu Dhabi National Oil Company, better known as ADNOC. The bid, still non-binding at this stage, is spearheaded by the XRG Consortium, which includes ADNOC’s international investment arm, Abu Dhabi Development Holding Co, and global private equity firm Carlyle Group.
A Premium-Valued Offer
The offer values Santos shares at approximately $8.89 (US$5.76) each, representing a notable 28% premium to the company’s last closing price of $6.96. This latest offer follows two earlier confidential proposals from the same consortium — one at $8.00 per share on March 21, 2025, and another at $8.60 on March 28, 2025 — neither of which progressed beyond preliminary discussions.
With this enhanced offer, Santos’ board has signalled its intent to recommend the proposal to shareholders, provided confirmatory due diligence and final terms are agreed upon. The company is preparing to enter exclusivity and confidentiality arrangements ahead of further negotiations.
Strategic Intent and Global Presence
ADNOC, the state-owned oil giant of the United Arab Emirates and the world’s 12th-largest oil producer, has shown a strategic appetite for global expansion through asset acquisitions and field development investments. Despite the change in ownership being considered, the consortium has reportedly committed to retaining Santos' headquarters in Adelaide and maintaining its Australian and international operations.
This approach underscores a strong commitment to operational continuity and regional presence, which may appeal to both shareholders and regulatory bodies.
Regulatory Milestones Ahead
The proposed scheme remains subject to multiple regulatory approvals, including the Foreign Investment Review Board and the Australian Securities and Investments Commission. Additional clearances will be required from entities such as the National Offshore Petroleum Titles Administrator, PNG Securities Commission, PNG Independent Consumer and Competition Commission, and the Committee on Foreign Investment in the United States.
Ratings and Market Standing
In a separate development, Fitch Ratings recently affirmed Santos’ “BBB” rating with a “stable outlook,” citing its robust gas market position in Australia and Papua New Guinea and the strength of its diversified portfolio.
As the process advances, market participants and stakeholders are watching closely to see how the negotiations unfold and whether the proposed transaction ultimately secures shareholder and regulatory approval.