With extension in effect, XRG-led consortium hammers away at $19B Santos takeover terms

August 27, 2025, by Melisa Cavcic

Australia’s energy player Santos has signed up for a multi-week extension of the deadline set for negotiations regarding an $18.7 billion non-binding indicative offer received from a consortium run by XRG, a subsidiary of Abu Dhabi National Oil Company (ADNOC), which includes Abu Dhabi Development Holding Company (ADQ) and global investment firm Carlyle.

Following XRG’s proposal to acquire Santos’ all ordinary shares for a cash offer price of $5.761 per share via a scheme of arrangement, the Australian player entered into a process and exclusivity deed with the ADNOC-led consortium, which obtained exclusive due diligence access for six weeks.

This takeover bid is aligned with XRG’s low-carbon agenda and five-year business plan to establish an integrated gas and liquefied natural gas (LNG) business with 20–25 million tons per annum (mtpa) capacity by 2035.

Santos confirmed on August 11 that it agreed to an extension of the process and exclusivity deed, dated June 27, to August 22, enabling the XRG consortium to finish due diligence and progress the scheme implementation agreement (SIA).

The consortium requested another extension of the exclusivity period a few days ago to conclude due diligence and obtain all necessary approvals for a binding transaction.

$19 billion Santos takeover in limbo: Four-week deadline extension looms as talks continue

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The Australian player underlines that it is finalizing the SIA with the XRG consortium, which will include customary protections for its shareholders in the event there is a longer-than-expected period before completion of the potential transaction.

The consortium reiterated again on August 24 that nothing had been found in due diligence that would lead it to withdraw its Indicative proposal. As a result, Santos has agreed to an extension of the process deed to Friday, September 19, 2025.

During this four-week extension period, the original exclusivity restrictions will continue to be applicable. A fiduciary exception to those restrictions, effective July 25, allows Santos to deal with potentially superior proposals from competitors during the extension period as well.

According to the Australian firm, there is no certainty that a binding SIA will be agreed upon or that a potential transaction will proceed. Therefore, the company’s shareholders do not need to take any action at this point.

Currently, Santos is working on multiple projects, including an Australian LNG project, which is ready to be brought online, a gas development nearing the same readiness, and a project in Alaska accelerating its first oil date.