BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) said Monday they have signed a binding share sale agreement (SSA) for the merger of BHP’s oil and gas portfolio with Woodside. Woodside will acquire the entire share capital of BHP Petroleum International Pty Ltd (BHP Petroleum) in exchange for new Woodside shares.
The signing of the SSA follows the merger commitment deed announced on August 17, 2021.
On completion, the Merger will create a global top 10 independent energy company by production and the largest energy company listed on the ASX. The combined company will have a high margin oil portfolio, long life LNG assets and the financial resilience to help supply the energy needed for global growth and development over the energy transition.
BHP CEO Mike Henry said BHP’s petroleum business and Woodside are better together and will create value for BHP shareholders.
“Merging our petroleum business with Woodside creates a large, more resilient company, better able to navigate the energy transition and grow value while doing so,” he said.
“Through the merger we will provide value and choice for BHP shareholders, and unlock synergies in how these assets are managed.”
Attractive strategic and financial rationale
The Merger documented in the SSA today is expected to deliver substantial value creation for both sets of shareholders from across a range of areas, including:
- Greater scale and diversity of geographies, products and end markets through an attractive and long-life conventional portfolio
- Resilient, high margin operating cash flows to fund shareholder returns and business evolution to support the energy transition
- Strong growth profile with capacity to phase the most competitive, high-return options within the portfolio
- Proven management and technical capability from both companies
- Shared values and focus on sustainable operations, carbon management and ESG leadership
- Estimated synergies of more than US$400 million (100 per cent basis, pre-tax) per annum from optimising corporate processes and systems, leveraging combined capabilities and improving capital efficiency on future growth projects and exploration
- Greater financial resilience, relative to BHP’s and Woodside’s standalone petroleum businesses
An alternative option carefully considered by the Board was to implement a demerger through a distribution to shareholders of shares in a newly listed entity. However, while a demerger would result in a strong and financially viable stand-alone entity, the Board determined that the Merger was the best alternative for shareholders given that it would capture the additional value flowing from the advantages and benefits outlined above.
On completion of the Merger, Woodside will issue new shares expected to comprise approximately 48% of all Woodside shares (on a post-issue basis) as consideration for the acquisition of BHP Petroleum. The Merger ratio is based on the number of Woodside shares at the effective date. The number of new shares issued on completion will be adjusted to reflect shares issued by Woodside under its dividend reinvestment plan after the effective date.
The new Woodside shares will be distributed to BHP shareholders as an in-specie fully franked dividend.
Timing and completion
Completion is targeted for the second quarter of the 2022 calendar year. Prior to completion, BHP and Woodside will carry on their respective businesses in the normal course and, will put in place appropriate plans to enable a smooth transition of ownership.
The effective date of the Merger will be July 1, 2021.
On completion, Woodside will make a cash payment to BHP in relation to cash dividends paid by Woodside between the effective date and completion. BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the effective date and completion (or, if that amount is negative, Woodside will make a cash payment to BHP). Where applicable, these amounts will be netted off.
BHP Petroleum will transfer to Woodside on a cash and debt-free basis, based on the balance sheet at the effective date, subject to certain exclusions including legacy assets and liabilities that will remain with BHP. In its Financial Report for the half year ending 31 December 2021, BHP expects to present the results of BHP Petroleum as a discontinued operation and the BHP Petroleum balance sheet as held for sale, subject to the status of the Merger’s conditions precedent outlined below.
BHP has agreed to exclusivity arrangements with Woodside. These arrangements do not restrict BHP from considering superior proposals for BHP Petroleum in prescribed circumstances. Woodside has agreed to similar exclusivity arrangements in connection with a competing proposal for Woodside.
Warranties and indemnities
Each party has given the other party certain warranties regarding its business. Woodside has agreed to indemnify BHP for, among other things and subject to certain limitations, decommissioning and environmental liabilities relating to the BHP Petroleum business. BHP has agreed to indemnify Woodside for, among other things and subject to certain limitations, claims in respect of entities and assets not forming part of the Merger.
BHP and Woodside have termination rights (including if the other is subject to a defined material adverse change or specified petroleum reserve reduction) and BHP has a right to terminate upon certain changes to Woodside’s credit rating. Each party has agreed that, if the Merger does not complete, its only recourse is a reimbursement fee of US$160 million payable in certain circumstances, including if Woodside’s board changes, withdraws or qualifies its recommendation that shareholders vote in favour of the Merger (subject to certain exceptions).
Completion of the Merger is subject to satisfaction (or waiver where permitted) of conditions precedent by 30 June 2022 or an agreed later date which include:
- Approval by certain regulatory and competition authorities
- Approval by Woodside shareholders at a general meeting
- Independent experts appointed by Woodside issuing a report concluding that the Merger is in the best interests of Woodside shareholders
- Certain registration statements relating to Woodside shares being declared effective by the United States Securities and Exchange Commission
- Other conditions customary for a transaction of this nature
If a condition precedent has not been satisfied or waived by 30 June 2022 (or an agreed later date) either party may terminate the SSA.
In addition, BHP and Woodside are actively seeking necessary third-party consents resulting from the Merger and are working to secure these consents prior to Woodside shareholders voting to approve the Merger.
The Woodside shareholder meeting to approve the Merger is targeted for the second quarter of the 2022 calendar year.
Woodside listings and governance
Woodside will retain its primary listing on the Australian Securities Exchange (ASX).
Woodside is currently pursuing a secondary listing on the New York Stock Exchange (NYSE) through an American depository receipt (ADR) arrangement, with a target of being active by completion. The NYSE listing would provide increased access to international equity and debt
markets. Additional secondary listings are being evaluated.
It is intended that the Woodside Board will appoint a current BHP director as a Woodside
director on completion.
Integration and transition
BHP and Woodside have also executed an integration and transition services agreement (ITSA) which provides for the planning of post-completion integration activities, activities to separate BHP Petroleum and its petroleum business from the BHP Group, and a framework for transition services to be provided by BHP after completion.