07 April 2022
BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP’s oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021. On completion of the Merger, the combined company is expected to 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.
Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote scheduled for 19 May 2022. Woodside has also released the Independent Expert’s Report prepared for Woodside shareholders, which has concluded that the Merger is in the best interests of Woodside shareholders, in the absence of a superior proposal.
This announcement contains information relevant for BHP shareholders in respect of the Merger and the proposed in specie dividend of Woodside ordinary shares (Woodside Shares) to BHP shareholders.
• Completion of the Merger is on track and is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders.
• BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders.
• BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340 BHP shares they hold on the Record Date.
• Based on Woodside’s share price of US$25.55 at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. At this valuation, which is subject to change, the in specie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total).
• Woodside will retain its primary listing on the ASX and is seeking a standard listing on the LSE and a sponsored Level III ADR program on the NYSE from completion of the Merger.
• A share sale facility will be in place for eligible small BHP shareholders who elect to participate, and for shareholders who are ineligible to receive Woodside Shares.
Merger continues to progress
Completion of the Merger is targeted for 1 June 2022 subject to conditions precedent being satisfied including:
• approval by Woodside shareholders at the Woodside general meeting scheduled for 19 May 2022;
• KPMG Corporate Finance (in its capacity as Woodside’s independent expert) not changing its conclusion that the Merger is in the best interests of Woodside’s shareholders; and
• approval by the National Offshore Petroleum Titles Administrator (NOPTA).
All required regulatory and competition approvals have been obtained, other than the NOPTA approval which is expected prior to completion. If a condition precedent has not been satisfied or waived by 30 June 2022 either party may terminate the SSA, unless the parties agree to extend the deadline (which they must consider in good faith).
BHP press release