Santos Limited, an Australian oil and gas producer listed on the Australian Securities Exchange, announced that a consortium led by XRG P.J.S.C., a subsidiary of Abu Dhabi National Oil Company, has withdrawn its US$5.6 billion proposal to acquire the company.
The consortium also included Abu Dhabi Development Holding Company (ADQ) and global investment firm Carlyle.
The offer, first made public on 16 June 2025, was a non-binding proposal to purchase all issued shares of Santos through a cash scheme of arrangement. The price was set at US$5.626 per share.
On 25 August 2025, Santos agreed to extend its exclusivity agreement with the consortium to allow time for due diligence and for the parties to work toward a binding agreement.
The consortium reported that it had not found issues in due diligence that would prevent the deal.
On 15 September 2025, the Santos Board stated it expected to sign a binding agreement at the proposed price if acceptable terms were provided by 19 September 2025. However, on 17 September 2025 the consortium informed Santos that it would not proceed with the acquisition. In its notice, the group said it continues to view Santos positively and respects the management team.
According to Santos, the consortium declined to agree on terms that would have protected shareholder value given the extended timeframe for completion and regulatory risks. Disagreements also included the allocation of responsibility for securing regulatory approvals and commitments to domestic gas supply.
Santos Chair Keith Spence said the company remains focused on its strategy. Two development projects, Barossa in northern Australia and Pikka phase 1 in Alaska, are expected to increase production by about 30% by 2027. Spence noted that Santos’ low-cost model has reduced production costs, supported cash flow and returns, and positioned the company to reinvest in infrastructure and growth.
Santos Limited is a publicly listed Australian oil and gas producer headquartered in Adelaide. The company develops, produces, and markets natural gas and oil from projects in Australia, Papua New Guinea, Timor-Leste and Alaska.
XRG P.J.S.C. is a corporate entity controlled by Abu Dhabi National Oil Company. It was established to lead investment and partnership initiatives in the energy sector.
Abu Dhabi National Oil Company (ADNOC) is the state-owned energy company of the Emirate of Abu Dhabi, United Arab Emirates. It manages exploration, production, refining, and export of oil and gas, and is one of the largest energy companies in the world.