Australian LNG firm Woodside said it has signed a merger agreement with BHP’s oil and gas business.
The proposed merger worth about $28 billion would create the largest energy company listed on the ASX, with a global top 10 position in the LNG industry by production, according to Woodside.
The announcement follows confirmation by Woodside and BHP this week regarding a potential transaction.
Woodside said on Tuesday the duo entered into a merger commitment deed to combine their respective oil and gas portfolios by an all-stock merger.
On completion of the transaction, BHP’s oil and gas business would merge with Woodside,
and the latter would issue new shares to be distributed to BHP shareholders.
Also, Woodside shareholders would own 52 percent of the expanded company while existing BHP shareholders would own 48 percent.
“The transaction is subject to confirmatory due diligence, negotiation and execution of full form transaction documents, and satisfaction of conditions precedent including shareholder, regulatory and other approvals,” Woodside said.
Furthermore, Woodside expects to complete the merger in the second quarter of the 2022 calendar year with an effective date of July 1, 2021.
On a proforma basis, the combined business would consist of a conventional asset base producing around 200 MMboe.
Also, the new firm’s diversified product mix includes 46% LNG, 29% oil and condensate and 25% domestic gas and liquids, according to Woodside.
Geographic reach would include Western Australia, east coast Australia, US Gulf of Mexico, and Trinidad and Tobago.
Moreover, Woodside and BHP have previously developed a plan to targeted final investment decision (FID) for Scarborough by the end of the 2021 calendar year, prior to the proposed completion date for the merger.
As part of this plan, Woodside and BHP have agreed an option for BHP to sell its 26.5 percent interest in the Scarborough JV to Woodside and its 50 percent interest in the Thebe
and Jupiter joint ventures to Woodside.
New CEO Meg O’Neill
Woodside said in a separate statement it had appointed Meg O’Neill as managing director and CEO.
She served as acting chief executive officer of Australia’s biggest LNG firm since April this year, after the departure of Peter Coleman.
O’Neill said, “merging Woodside with BHP’s oil and gas business delivers a stronger balance sheet, increased cash flow and enduring financial strength to fund planned developments in the near term and new energy sources into the future.”
“The proposed transaction de-risks and supports Scarborough FID later this year and enables more flexible capital allocation,” she said.
In addition, O’Neill said Woodside would continue reducing carbon emissions from the combined portfolio towards the company’s ambition to be net zero by 2050.