2025-06-15-花旗集团-桑托斯有限公司（STO）_桑托斯有限公司（STO.AX）_通过拟议的安排计划以每股8.89美元的价格对STO进行非约束性现金收购_11页_334kb

Santos Ltd (STO.AX) is subject to a non-binding, indicative cash acquisition offer from an ADQ-Carlyle consortium at A$8.89 per share, via a proposed Scheme of Arrangement. This represents an approximate 30% premium to the one-week volume-weighted average price (VWAP). The offer remains conditional on due diligence, key regulatory approvals (including Foreign Investment Review Board - FIRB, which could be a significant hurdle), and negotiation of a binding agreement.

Santos management, subject to reaching acceptable terms for a binding scheme implementation agreement and receiving an independent expert opinion confirming the transaction is fair and reasonable for shareholders, intends to recommend shareholders vote in favor.

Santos has previously received non-binding indicative offers from the consortium in March, at lower prices (A$8.00 and A$8.60).

Citi Research assigns a "Buy" recommendation, with a target price of A$6.50, based on a risked Discounted Cash Flow (DCF) valuation covering major projects like Barossa, Papua LNG, Dorado, and Pikka Phase 1. This target is lower than the proposed offer price, reflecting their base case assumptions and macroeconomic risks.

Key risks highlighted by Citi Research include:

• Commodity price weakness, particularly oil given the CY25 outlook.
• Execution risks, particularly for Barossa's first gas (Q3 CY25), completion of wells, and FPSO delivery; and Papua LNG's project uncertainty and engineering challenges delaying final investment decision.

The high premium offered might struggle to be matched by operational execution to achieve the 30% premium implied in market expectations if all goes according to Citi's base case. However, the transaction receives a "Buy" recommendation.

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