News: BHP BHP Group Announces Agreement To Pursue A Merger Of Petroleum Business With Woodside

Aug 17 (Reuters) - BHP Group Ltd (BHP) :

• WOODSIDE AND BHP TO CREATE A GLOBAL ENERGY COMPANY
• WOODSIDE AND BHP HAVE DEVELOPED A PLAN TO TARGETED FINAL INVESTMENT DECISION (FID) FOR SCARBOROUGH (AUSTRALIA) BY END OF 2021
• WOODSIDE AND BHP HAVE AGREED AN OPTION FOR BHP TO SELL ITS 26.5 PER CENT INTEREST IN SCARBOROUGH JOINT VENTURE TO WOODSIDE
• OPTION IS EXERCISABLE BY BHP IN SECOND HALF OF 2022 CALENDAR YEAR
• OPTION EXERCISABLE BY BHP IN H2 2022 AND IF EXERCISED, US$1 BILLION PAYABLE TO BHP WITH ADJUSTMENT FROM AN EFFECTIVE DATE OF 1 JULY 2021
• IF EXERCISED, CONSIDERATION OF US$1 BILLION IS PAYABLE TO BHP WITH ADJUSTMENT FROM AN EFFECTIVE DATE OF 1 JULY 2021
• AN ADDITIONAL US$100 MILLION IS PAYABLE CONTINGENT UPON A FUTURE FID FOR A THEBE DEVELOPMENT
• WILL BUILD ON WOODSIDE'S EXISTING TARGETS TO REDUCE NET EMISSIONS BY 15 PER CENT AND 30 PER CENT BY 2025 AND 2030 RESPECTIVELY
• AGREED TO SELL 50 PER CENT INTEREST IN THEBE & JUPITER JOINT VENTURES TO WOODSIDE IF SCARBOROUGH JOINT VENTURE TAKES A FID BY 15 DECEMBER
• COMBINED BUSINESS WILL FOCUS ON BUILDING AND MAINTAINING A HIGH RETURN AND CARBON-RESILIENT PORTFOLIO WHICH INCLUDES NATURAL GAS AND NEW ENERGY TECHNOLOGIES
• DEAL WILL BUILD ON WOODSIDE'S EXISTING TARGETS TO REDUCE NET EMISSIONS BY 15 PER CENT AND 30 PER CENT BY 2025 AND 2030 RESPECTIVELY
• MERGER IS EXPECTED TO BE COMPLETED IN Q2 OF 2022 CALENDAR YEAR WITH AN EFFECTIVE DATE OF 1 JULY 2021
• COMBINED BUSINESS WILL HAVE OPERATING CASH FLOWS OF MORE THAN US$3 BILLION
• TRANSACTION IS SUBJECT TO CONFIRMATORY DUE DILIGENCE, NEGOTIATION AND EXECUTION OF FULL FORM TRANSACTION DOCUMENTS WHICH IS TARGETED FOR OCTOBER 2021
• ALSO AGREED AN OPTION TO SELL 50 PERCENT INTEREST IN THEBE, JUPITER JV TO WOODSIDE IF SCARBOROUGH JOINT VENTURE TAKES A FID BY 15 DECEMBER 2021
• WOODSIDE WILL REMAIN LISTED ON ASX WITH LISTINGS ON ADDITIONAL EXCHANGES BEING CONSIDERED
• BOTH WOODSIDE AND BHP BOARDS OF DIRECTORS CONFIRM THEIR SUPPORT FOR TRANSACTION
• MERGER IS EXPECTED TO BE COMPLETED IN Q2 OF 2022 CALENDAR YEAR
• WOODSIDE SHARES WILL BE IMMEDIATELY DISTRIBUTED TO BHP SHAREHOLDERS
• AGREED WITH WOODSIDE TO EXCLUSIVITY ARRANGEMENTS AND TO EACH PAY REIMBURSEMENT FEE OF US$160 MILLION IN CERTAIN CIRCUMSTANCES
• WOODSIDE TO BUY 100% OF BHP PETROLEUM INTERNATIONAL IN EXCHANGE FOR SHARES IN WOODSIDE WHICH WILL DELIVER 48% TO BHP SHAREHOLDERS