Australia’s Santos Receives $18.7 Billion Takeover Bid from ADNOC-Led Consortium

ADNOC, through its investment arm XRG, with Abu Dhabi Development Holding Company (ADQ) and private equity firm Carlyle has offered $5.76 (A$8.89) per Santos share, which was a 28% premium to the Australian company’s close on Friday.

The takeover bid emerged as oil prices reached multi-week highs as Israel and Iran traded air strikes, sparking concerns oil exports from the Middle East could be widely disrupted.

The offer follows two previous proposals made by the consortium in March at $5.04 and $5.42 per share that were not made public.

“The Santos Board confirms that, subject to reaching agreement on acceptable terms of a binding scheme implementation agreement, it intends to unanimously recommend that Santos Shareholders vote in favour of the potential transaction, in the absence of a superior proposal,” it added.

The XRG consortium said it was negotiating to carry out due diligence with Santos on an exclusive basis before formalising the offer which would need at least 75% support from Santos investors.

“The proposed transaction is aligned with XRG’s strategy and ambition to build a leading integrated global gas and LNG business,” it said in a statement.

Santos said the deal required approval from Australia’s Foreign Investment Review Board (FIRB), Australian Securities and Investments Commission (ASIC), National Offshore Petroleum Titles Administrator, PNG Securities Commission, PNG Independent Consumer and Competition Commission and Committee on Foreign Investment in the United States (CIFIUS).

MST Marquee senior energy analyst Saul Kavonic said FIRB approval “may be a major risk to the deal” as Santos controls significant critical energy infrastructure in Australia.

The deal follows talks last year between Santos and its bigger Australian rival Woodside to create a possible A$80 billion oil and gas giant, but Santos walked away saying it would look for other ways to bolster its value.

Santos said in February its underlying annual profit fell nearly 16% in 2024 and the company cut its dividend by 41%.

While Santos has been a takeover target over the past several years, Kavonic said that a competing bid “is very unlikely as only ADNOC may be willing to pay such a premium to realise their global LNG ambitions.”

(Reporting by Scott Murdoch in Sydney and Shivangi Lahiri in Bengaluru; Editing by Kim Coghill and Sonali Paul)