Australian energy firm and APLNG shareholder, Origin, has received a revised takeover offer from a consortium consisting of Canada’s Brookfield Asset Management and a unit of US-based energy investor EIG.
Brookfield and EIG’s LNG unit MidOcean Energy first made an offer in August last year to acquire Origin for A$7.95 cash per share. Subsequently, they raised the offer to A$9.00 cash per share in November.
The indicative, conditional and non-binding proposal valued Origin at A$18.4 billion.
A$8.90 cash per share
Origin said in a statement on Wednesday that the consortium had submitted a revised conditional and non-binding proposal to acquire all the shares in Origin by way of a scheme of arrangement at a price of A$8.90 cash per share.
Also, this includes A$8.90 per share for the first 100,000 shares held by each Origin shareholder and for shares above that threshold, A$4.334 per share plus $3.194 per share.
“The consortium has noted that the inclusion of the US$ consideration reflects the underlying exposure of Origin’s Integrated Gas assets, and specifically cash distributions from its 27.5 per cent interest in Australia Pacific LNG,” the firm said.
The price payable would be reduced by any dividends paid by Origin prior to completion, including the 16.5 cents per share fully franked dividend announced on February 16, 2023, Origin said.
A 4.5 cents per month ticking fee, accruing on a daily basis, would be payable to the extent completion of the scheme is delayed beyond November 30, 2023, Origin said.
“Significant value” to shareholders
Origin said that its board considers the revised proposal has the potential to deliver “significant value” to shareholders.
Accordingly, the company’s board intends to continue to progress discussions with the consortium, including the negotiation of a SID, while assessing the execution considerations and risks associated with the revised proposal, it said.
Moreover, the revised proposal is also conditional upon certain matters, including entry into a scheme implementation deed (SID), completion of black box due diligence, and Origin entering into no material acquisitions or divestments, the firm said.
Under this deal, Brookfield would acquire Origin’s energy markets business, while MidOcean Energy would take over Origin’s integrated gas business, including its stake in APLNG.
ConocoPhillips has a 47.5 percent share in the APLNG project but it also operates the 9 mtpa LNG export facility on Curtis Island near Gladstone and the export sales business.
Origin operates APLNG’s gas fields and holds a 27.5 percent share. China’s Sinopec owns a 25 percent share in APLNG as well.