THE Papua New Guinea's National Court has given the green light to Oil Search Ltd and Santos Ltd to go ahead with their proposed merger.
PNG Acting judge Justice Gertrude Tamade in her ruling at the National Court in Waigani yesterday also ruled that the order for the merger be effective from next Friday (Dec 17).
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| PNG Court gives Greenlight for Oil Search, Santos Ltd Merger |
While approving the scheme arrangement, she said she was satisfied with the submissions from the lawyers for Oil Search and Santos, where the majority of Oil Search shareholders (exceeding 70 per cent required under the Companies Act), who attended the scheme meeting on Tuesday (Dec 7) voted in favour of the merger.
Justice Tamade said Oil Search had complied with all the laws and regulatory requirements, including requirements under the Independent Consumer and Competition Commission (ICCC) and Securities Act, and the regulatory requirements in Australia.
Oil Search in a statement yesterday said: “The National Court (yesterday) made orders approving the scheme of arrangement under which Santos will acquire all of the shares in Oil Search in return for the issue of new Santos shares to Oil Search shareholders.
“Oil Search expects to lodge a certified copy of the orders with the PNG Registrar of Companies, in accordance with the merger implementation deed between Oil Search and Santos dated Sept 10, 2021, on Dec 10 (today) 2021, at which time the scheme will become effective.
“If this occurs, Oil Search will apply for its shares to be suspended from trading on the PNG National Stock Exchange and Australian Securities Exchange with effect from close of trade on Dec 10, 2021 (today).”
Upon implementation of the US$21 billion (about K51.43 billion) merger, Oil Search shareholders will own around 38.5 per cent of the merged entity and Santos shareholders will own approximately 61.5 per cent.
Independent Consumer and Competition Commission commissioner and chief executive Paulus Ain this week, when clearing the merger said: “After taking into consideration Santos’ authorisation application and submissions including comments from relevant stakeholders and available market information, the ICCC noted that the proposed acquisition would not reduce competition in any Papua New Guinea markets.”
The National / Pacific Mining Watch