Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Despite a momentary memory lapse from <a href="https://www.smartkarma.com/entities/oil-search-ltd" target="_blank" data-smartkarma-citation="entities:773:1" rel="noopener">Oil Search Ltd (OSH AU)</a>, <a href="https://www.smartkarma.com/entities/santos-ltd" target="_blank" data-smartkarma-citation="entities:711:1" rel="noopener">Santos Ltd (STO AU)</a> <a target="_blank">confirmed</a> on the 20 July it had submitted a confidential, non-binding, indicative all-scrip merger proposal to Oil Search's board on the 25 June.</p>
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<p>Santos proposed Oil Search shareholders receive 0.589 new Santos shares for each Oil Search share held, resulting in Oil Search shareholders holding 37% of the merged group and Santos shareholders 63%. The implied transaction price, to be implemented via a Scheme, was A$4.25 per Oil Search share - based on Santos’ closing price on 24 June 2021 - or a 12.3% premium to Oil Search's closing price on the same day.</p>
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<p>Oil Search considered the terms were not fair but <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02397158-2A1310798?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">agreed</a> there was strategic logic combining with Santos. </p>
<p>In <em><a href="https://skr.ma/epYxh" target="_blank" rel="noopener">Santos/Oil Search: Getting Facts Straight</a></em>, I recommended buying Oil Search, with a view towards an improved ratio upwards of ~0.66x, or ~25% premium to last close using both share prices as 24 June. </p>
<p>This morning Santos <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02402372-2A1313090?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> the consideration by 6.5% to 0.6275 new Santos shares for every Oil Search share.  This would give Oil Search's shareholders 38.5% of the merger group. The implied transaction price of A$4.52/share  - if using Santos price on the 24 June - is a 19.7% premium to the undisturbed price. </p>
<p>The Oil Search board recommends the Offer in the absence of superior proposal. Due diligence has been afforded.</p>
<p>More below the fold.</p>
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Despite a momentary memory lapse from Oil Search Ltd (OSH AU), Santos Ltd (STO AU) confirmed on the 20 July it had submitted a confidential, non-binding, indicative all-scrip merger proposal to Oil Search's board on the 25 June.


Santos proposed Oil Search shareholders receive 0.589 new Santos shares for each Oil Search share held, resulting in Oil Search shareholders holding 37% of the merged group and Santos shareholders 63%. The implied transaction price, to be implemented via a Scheme, was A$4.25 per Oil Search share - based on Santos’ closing price on 24 June 2021 - or a 12.3% premium to Oil Search's closing price on the same day.


Oil Search considered the terms were not fair but agreed there was strategic logic combining with Santos. 
In Santos/Oil Search: Getting Facts Straight, I recommended buying Oil Search, with a view towards an improved ratio upwards of ~0.66x, or ~25% premium to last close using both share prices as 24 June. 
This morning Santos bumped the consideration by 6.5% to 0.6275 new Santos shares for every Oil Search share.  This would give Oil Search's shareholders 38.5% of the merger group. The implied transaction price of A$4.52/share  - if using Santos price on the 24 June - is a 19.7% premium to the undisturbed price. 
The Oil Search board recommends the Offer in the absence of superior proposal. Due diligence has been afforded.
More below the fold.





<p>When questioned by analysts at an investor briefing on the 19 July as to any takeover offers, <a href="https://www.smartkarma.com/entities/oil-search-ltd" target="_blank" data-smartkarma-citation="entities:773:1" rel="noopener">Oil Search Ltd (OSH AU)</a>'s chairman Rick Lee denied it had received a change-of control approach.</p>
<p>That wasn't entirely incorrect. It wasn't even close. </p>
<p>The day after that briefing, <a href="https://www.smartkarma.com/entities/santos-ltd" target="_blank" data-smartkarma-citation="entities:711:1" rel="noopener">Santos Ltd (STO AU)</a> <a href="file:///D:/Quiddity/Oil%20search/2924-02396991_NPS-2A1310715.pdf" target="_blank" rel="noopener">confirmed</a> that on 25 June 2021 it had submitted a confidential, non-binding, indicative all-scrip merger proposal to Oil Search's board.</p>
<p>The proposal, to be implemented through a Scheme, would result in Oil Search shareholders receiving 0.589 new Santos shares for each Oil Search share held. Upon completion, Oil Search shareholders would own 37% of the merged group and Santos shareholders 63%.</p>
<p>The implied transaction price was A$4.25 per Oil Search share, based on Santos’ closing price on 24 June 2021, or a 12.3% premium to Oil Search's closing price on the same day.</p>
<p>Oil Search <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02397158-2A1310798?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">agreed</a> there was strategic logic combining with Santos, but that the terms of the combo were "demonstrably not" fair. </p>
<p>In addition, Oil Search's MD Kerian Wulff <a href="file:///D:/Quiddity/Oil%20search/2924-02396558-2A1310512.pdf" target="_blank" rel="noopener">resigned</a> for health reasons and that:</p>
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<p>following the receipt of recent concerns and complaints about his (Wulff's) behaviour .... the Board considered that Dr Wulff had behaved in a manner inconsistent with the standards expected by the Board in relation to his management style.</p>
</blockquote>
<p>Lots more below the fold.</p>

When questioned by analysts at an investor briefing on the 19 July as to any takeover offers, Oil Search Ltd (OSH AU)'s chairman Rick Lee denied it had received a change-of control approach.
That wasn't entirely incorrect. It wasn't even close. 
The day after that briefing, Santos Ltd (STO AU) confirmed that on 25 June 2021 it had submitted a confidential, non-binding, indicative all-scrip merger proposal to Oil Search's board.
The proposal, to be implemented through a Scheme, would result in Oil Search shareholders receiving 0.589 new Santos shares for each Oil Search share held. Upon completion, Oil Search shareholders would own 37% of the merged group and Santos shareholders 63%.
The implied transaction price was A$4.25 per Oil Search share, based on Santos’ closing price on 24 June 2021, or a 12.3% premium to Oil Search's closing price on the same day.
Oil Search agreed there was strategic logic combining with Santos, but that the terms of the combo were "demonstrably not" fair. 
In addition, Oil Search's MD Kerian Wulff resigned for health reasons and that:

following the receipt of recent concerns and complaints about his (Wulff's) behaviour .... the Board considered that Dr Wulff had behaved in a manner inconsistent with the standards expected by the Board in relation to his management style.

Lots more below the fold.

Santos/Oil Search: Getting Facts Straight

Smartkarma Research Team, Smartkarma

Smartkarma Research

Smartkarma Research Team

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

<p>For our next Smartkarma Webinar, we are thrilled to welcome back Insight Provider <a href="https://www.smartkarma.com/profiles/kyle-rudden" target="_blank" data-smartkarma-citation="accounts:4495" rel="noopener">Kyle Rudden</a> , who will be sharing insights on the trending issue of Environmental, Social, and Governance Investing. ESG investing is widely seen as a way of investing “sustainably” where investments are made with consideration of the environment and human well-being, as well as the economy. Kyle believes global sustainability is imperative and views private-sector capital as its cornerstone. As such, he supports the various impact-oriented strategies typically associated with ESG investing. However, his views on ESG and investing lean more pragmatic than idealistic, and his research focuses on applying ESG analysis to general investing rather than to "ESG investing" per se. Kyle subscribes to the Triple Bottom Line view of sustainability, where economic and financial metrics are deemed as important as ESG factors.</p><p>This webinar is organised jointly by Smartkarma and SGX.</p><h3>The webinar will be hosted on Wednesday, 14 July 2021, 17:00 SGT/HKT.</h3><div class="content-highlight"><h2><a href="https://share.hsforms.com/1H9pFZOB-RF2J00kbvMmxcw2c5gj?zoom_webinar_id=86937019742" target="_blank" rel="noopener">Register for the Webinar here</a></h2></div><p>Kyle Rudden is an ESG (Environmental, Social, Governance) analyst with an alpha-centric approach to ESG research. After all, ESG investing is, first and foremost, investing. "Alpha-centric" does not mean apathetic, however. Quite the contrary. Kyle believes global sustainability – i.e., environmental stewardship, social equality, and economic prosperity – is imperative, and private-sector capital is its cornerstone. Private-sector capital still has fiduciary responsibilities. Profitability is necessary for sustained impact. The Triple Bottom Line. People, Planet, AND Profit.</p>

For our next Smartkarma Webinar, we are thrilled to welcome back Insight Provider Kyle Rudden , who will be sharing insights on the trending issue of Environmental, Social, and Governance Investing. ESG investing is widely seen as a way of investing “sustainably” where investments are made with consideration of the environment and human well-being, as well as the economy. Kyle believes global sustainability is imperative and views private-sector capital as its cornerstone. As such, he supports the various impact-oriented strategies typically associated with ESG investing. However, his views on ESG and investing lean more pragmatic than idealistic, and his research focuses on applying ESG analysis to general investing rather than to "ESG investing" per se. Kyle subscribes to the Triple Bottom Line view of sustainability, where economic and financial metrics are deemed as important as ESG factors.This webinar is organised jointly by Smartkarma and SGX.The webinar will be hosted on Wednesday, 14 July 2021, 17:00 SGT/HKT.Register for the Webinar hereKyle Rudden is an ESG (Environmental, Social, Governance) analyst with an alpha-centric approach to ESG research. After all, ESG investing is, first and foremost, investing. "Alpha-centric" does not mean apathetic, however. Quite the contrary. Kyle believes global sustainability – i.e., environmental stewardship, social equality, and economic prosperity – is imperative, and private-sector capital is its cornerstone. Private-sector capital still has fiduciary responsibilities. Profitability is necessary for sustained impact. The Triple Bottom Line. People, Planet, AND Profit.

Smartkarma Webinar | Foundations of Sustainable/ESG Investing and Finance

Alpha-Centric ESG Research

Kyle Rudden

<p>Shortly after publishing <a href="https://www.smartkarma.com/insights/engine-versus-exxon-activist-hedge-fund-s-proxy-fight-win-reverberates-through-big-oil-boardrooms" target="_blank" data-smartkarma-citation="insights:52318" rel="noopener">Engine Versus Exxon: Activist Hedge Fund's Proxy Fight Win Reverberates Through "Big Oil" Boardrooms</a>, I decided that a follow-up report (such as this one) would be a good supplement. So, consider this an addendum of sorts to that first Insight.</p><p>Whereas "Engine Versus Exxon" was a mostly qualitative discussion of recent events for Exxon and six other supermajors, this is a more data-driven look of a much larger universe of oil stocks; 50 in total, representing 24 countries (mainly in the Americas, Asia Pacific, and Europe).</p><p>Together, they are a good proxy for the broader Energy sector – an aggregate market capitalisation of US$4.6 trillion, and responsible for an astounding 20.5 billion MtCO2e in emissions, about 65% of all energy-related greenhouse gas (GHG) emissions.</p><p>This is a relatively focused Insight, covering four related areas:</p><ol>
<li>
<strong>Carbon Footprints:</strong> Scope 1, Scope 2, and Scope 3 emissions for each (ranked and sorted).</li>
<li>
<strong>Climate Policies:</strong> Where each stands vis-à-vis implementation of climate-related policies.</li>
<li>
<strong>Emissions Targets:</strong> Which companies are claiming to go net-zero emissions, and by when.</li>
<li>
<strong>Capital Investment:</strong> How future CapEx is (or is not) aligned with global warming targets.</li>
</ol>

Shortly after publishing Engine Versus Exxon: Activist Hedge Fund's Proxy Fight Win Reverberates Through "Big Oil" Boardrooms, I decided that a follow-up report (such as this one) would be a good supplement. So, consider this an addendum of sorts to that first Insight.Whereas "Engine Versus Exxon" was a mostly qualitative discussion of recent events for Exxon and six other supermajors, this is a more data-driven look of a much larger universe of oil stocks; 50 in total, representing 24 countries (mainly in the Americas, Asia Pacific, and Europe).Together, they are a good proxy for the broader Energy sector – an aggregate market capitalisation of US$4.6 trillion, and responsible for an astounding 20.5 billion MtCO2e in emissions, about 65% of all energy-related greenhouse gas (GHG) emissions.This is a relatively focused Insight, covering four related areas:

Carbon Footprints: Scope 1, Scope 2, and Scope 3 emissions for each (ranked and sorted).

Climate Policies: Where each stands vis-à-vis implementation of climate-related policies.

Emissions Targets: Which companies are claiming to go net-zero emissions, and by when.

Capital Investment: How future CapEx is (or is not) aligned with global warming targets.


Greenhouse Gas Emissions Profiles of 50 of the World's Largest Oil Companies

<p>Here it comes, the David-and-Goliath metaphor. Cliché is an understatement, but who cares – it is a most fitting allegory for the epic proxy battle between a diminutive activist investor you've never heard of and a "Big Oil" Behemoth that you know all too well... <a href="https://www.smartkarma.com/entities/exxon-mobil-corp" target="_blank" data-smartkarma-citation="entities:811:1" rel="noopener">Exxon Mobil (XOM US)</a>.</p><p>Guess who won?</p><p>Well, that depends on perspective. The activist hedge fund (Engine No. 1) gained three Board seats so one could certainly say that Engine won. As did the shareholders that backed Engine in its proxy (BlackRock, Vanguard, State Street, CalPERS, CalSTRS). But the biggest winner of all?</p><p>Planet Earth.</p><p>Engine's improbable win – in conjunction with similar (albeit less spectacular) shareholder actions at other supermajors – appears to signify a seismic shift in how Big Oil's shareholders view climate change, and could portend real change (e.g., accelerated decarbonisation and better reporting).</p>

Here it comes, the David-and-Goliath metaphor. Cliché is an understatement, but who cares – it is a most fitting allegory for the epic proxy battle between a diminutive activist investor you've never heard of and a "Big Oil" Behemoth that you know all too well... Exxon Mobil (XOM US).Guess who won?Well, that depends on perspective. The activist hedge fund (Engine No. 1) gained three Board seats so one could certainly say that Engine won. As did the shareholders that backed Engine in its proxy (BlackRock, Vanguard, State Street, CalPERS, CalSTRS). But the biggest winner of all?Planet Earth.Engine's improbable win – in conjunction with similar (albeit less spectacular) shareholder actions at other supermajors – appears to signify a seismic shift in how Big Oil's shareholders view climate change, and could portend real change (e.g., accelerated decarbonisation and better reporting).

Engine Versus Exxon: Activist Hedge Fund's Proxy Fight Win Reverberates Through "Big Oil" Boardrooms

United States

Exxon Mobil Corporation operates petroleum and petrochemicals businesses on a worldwide basis.  The Company's operations include exploration and production of oil and gas, electric power generation, and coal and minerals operations. Exxon Mobil also manufactures and markets fuels, lubricants, and chemicals.

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Exxon Mobil (XOM US)

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Engine Versus Exxon: Activist Hedge Fund's Proxy Fight Win Reverberates Through "Big Oil" Boardrooms

May 26, 2021. Black Wednesday. A day that changed Big Oil forever. From Exxon's proxy fight loss to an activist fund you've never heard of, to...

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