LNG

Anglo-Australian commodities company BHP and LNG plant operator Woodside Petroleum have worked out the final point for Woodside’s takeover of BHP’s oil and gas portfolio.

BHP told its shareholders that the completion of the merger was on track for June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders.

The commodities giant said it was expected to receive 914.8 million newly issued Woodside shares at completion a dividend on Woodside shares would go 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’s subsidiary BHP Petroleum is US$23.4 billion.

Woodside will retain its primary listing on the Australian Securities Exchange, though the company was seeking a standard listing on the London Stock Exchange and an American Depositary Receipts (ADRs) program on the New York Stock Exchange on completion of the merger.

“A share sale facility will be in place for small BHP shareholders who elect to participate and for shareholders who are ineligible to receive Woodside Shares,” said BHP.

BHP said that all required regulatory and competition approvals have been obtained, other than the National Offshore Petroleum Titles Administrator (NOPTA) approval which is expected prior to completion.

Separate to the receipt of Woodside shares on completion, Woodside will also make a cash payment to BHP of approximately US$830 million in relation to cash dividends paid by Woodside between the merger’s effective date of 1 July 2021 and completion.

This represents the cash dividend that would have been received by holders of the Woodside shares.

BHP in turn will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the merger’s effective date of 1 July 2021 and completion.

From the effective date to 31 December 2021 only, this amounts to approximately US$900M.