- All-cash transaction provides substantial and certain value to
Tellurian shareholders
- Offer reflects new leadership’s progress executing the
company’s refreshed strategy
Tellurian Inc. (“Tellurian”) (NYSE American: TELL) today
announced that it has entered into a definitive agreement with
subsidiaries of Woodside Energy Group Ltd (“Woodside”) (ASX: WDS)
pursuant to which Woodside will acquire all the outstanding shares
of Tellurian for $1.00 per share in an all-cash transaction.
“This transaction provides substantial and certain value for our
shareholders. Following our strategic repositioning in December,
our new leadership has strengthened Tellurian’s position and
advanced Driftwood LNG. Woodside’s offer reflects this progress,
providing a significant premium to our share price,” said Martin
Houston, Executive Chairman, Tellurian Board of Directors. “After
careful consideration of Tellurian’s opportunities and challenges,
the Board and senior management weighed an immediate and
significant cash return against the risks and costs associated with
the timeline to FID and determined that this offer is in our
shareholders’ best interest. Woodside is a highly credible
operator, with better access to financial resources and a greater
ability to manage offtake risk, and I am confident it is the right
developer to take Driftwood forward.”
The acquisition price represents a 75% premium to Tellurian’s
closing price on July 19, 2024, and a 48% premium to Tellurian’s
30-day volume weighted average price, which reflect Driftwood LNG’s
premier site, fully permitted status, advanced stage of pre-FID
development and strong relationships with Bechtel, Baker Hughes,
and Chart. The implied total enterprise value of the transaction,
including net debt, is approximately $1.2 billion. The transaction,
which was unanimously approved by both boards of directors, is
expected to close in Q4 2024, subject to customary closing
conditions, including approval from Tellurian shareholders and the
receipt of regulatory approvals.
In conjunction with today’s announcement, Tellurian has issued a
letter to shareholders, which can be accessed at
https://ir.tellurianinc.com/financials-filings-and-presentations/presentations.
Lazard is serving as financial advisor and Akin Gump Strauss
Hauer & Feld LLP is serving as legal counsel to Tellurian.
About Tellurian Inc.
Tellurian aims to generate shareholder value by establishing a
competitive LNG enterprise, effectively supplying natural gas to
customers worldwide. Headquartered in Houston, Texas, Tellurian is
actively developing Driftwood LNG, an approximately 27.6 mtpa LNG
export facility and associated pipeline network. Tellurian is
publicly traded on the NYSE American under the symbol “TELL”. For
more information, please visit www.tellurianinc.com.
About Woodside
Woodside led the development of the LNG industry in Australia.
With a focused portfolio, Woodside is recognised for its
world-class capabilities as an integrated upstream supplier of
energy. Woodside’s proven track record and distinctive capabilities
are underpinned by 70 years of experience. For more information,
please visit https://www.woodside.com/.
Additional Information and Where to Find It
Tellurian Inc. (“Tellurian”), the members of Tellurian’s board
of directors and certain of Tellurian’s executive officers are
participants in the solicitation of proxies from stockholders in
connection with the transaction described in this communication
(the “Merger”). Tellurian plans to file a proxy statement (the
“Transaction Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies to approve the Merger. Information regarding such
participants, including their direct or indirect interests, by
security holdings or otherwise, will be included in the Transaction
Proxy Statement and other relevant documents to be filed with the
SEC in connection with the Merger. Additional information about
such participants is available in Tellurian’s definitive proxy
statement in connection with its 2024 Annual Meeting of
Stockholders (the “2024 Proxy Statement”), which was filed with the
SEC on April 25, 2024, under “Proposal 1—Election of Directors to
the Company’s Board—Background Information About the Nominees and
Other Directors,” “Proposal 1—Election of Directors to the
Company’s Board—Executive Officers,” “Compensation Discussion and
Analysis” and “Security Ownership of Certain Beneficial Owners and
Management.” To the extent that holdings of Tellurian’s securities
have changed since the amounts printed in the 2024 Proxy Statement,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information regarding
Tellurian’s transactions with related persons is set forth under
the caption “Certain Relationships and Related Party Transactions”
in the 2024 Proxy Statement.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Tellurian will mail the definitive Transaction Proxy
Statement to each stockholder entitled to vote at the special
meeting to consider the adoption of the Agreement and Plan of
Merger, dated as of July 21, 2024, by and among Woodside Energy
Holdings (NA) LLC, Tellurian, and Woodside Energy (Transitory) Inc.
(the “Merger Agreement”). STOCKHOLDERS ARE URGED TO READ THE
TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
TELLURIAN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain,
free of charge, the preliminary and definitive versions of the
Transaction Proxy Statement, any amendments or supplements thereto,
and any other relevant documents filed by Tellurian with the SEC in
connection with the Merger at the SEC’s website
(http://www.sec.gov). Copies of Tellurian’s definitive Transaction
Proxy Statement, any amendments or supplements thereto, and any
other relevant documents filed by Tellurian with the SEC in
connection with the Merger will also be available, free of charge,
at Tellurian’s investor relations website
(https://tellurianinc.com).
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking statements within
the meaning of U.S. federal securities laws. The words
“anticipate,” “assume,” “believe,” “budget,” “estimate,” “expect,”
“forecast,” “initial,” “intend,” “may,” “plan,” “potential,”
“project,” “proposed,” “should,” “will,” “would,” and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements herein relate to, among other things,
the pending Merger, the expected timing of the closing of the
Merger and other statements that concern Tellurian’s expectations,
intentions or strategies regarding the future. There can be no
assurance that the Merger will in fact be consummated. Known and
unknown risks and uncertainties could cause actual results to
differ materially from those indicated in the forward-looking
statements, including, but not limited to: (i) the risk that the
Merger may not be completed on the anticipated timeline or at all;
(ii) the failure to satisfy any of the conditions to the
consummation of the Merger, including the risk that required
approvals from Tellurian’s stockholders for the Merger or required
regulatory approvals to consummate the Merger are not obtained, on
a timely basis or at all; (iii) the occurrence of any event, change
or other circumstance or condition that could give rise to the
termination of the Merger Agreement, including in circumstances
requiring Tellurian to pay a termination fee; (iv) the effect of
the announcement or pendency of the Merger on Tellurian’s business
relationships, operating results and business generally; (v) risks
that the Merger disrupts Tellurian’s current plans and operations;
(vi) Tellurian’s ability to retain and hire key personnel and
maintain relationships with key business partners, customers and
others with whom it does business; (vii) the diversion of
management’s or employees’ attention during the pendency of the
Merger from Tellurian’s ongoing business operations and other
opportunities; (viii) the amount of costs, fees, charges or
expenses resulting from the Merger; (ix) potential litigation
relating to the Merger; (x) the risk that the price of Tellurian’s
common stock may fluctuate during the pendency of the Merger and
may decline significantly if the Merger is not completed; and (xi)
other risks described in Tellurian’s filings with the SEC,
including in Item 1A of Part I of the Annual Report on Form 10-K of
Tellurian for the fiscal year ended December 31, 2023, filed by
Tellurian with the SEC on February 23, 2024, and other Tellurian
filings with the SEC, all of which are incorporated by reference
herein. The forward-looking statements in this communication speak
as of the date hereof. Although Tellurian may from time to time
voluntarily update its prior forward-looking statements, it
disclaims any commitment to do so except as required by securities
laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240721051555/en/
Media: Jason French Executive Director, Corporate
Communications Phone +1.832.320.9247
jason.french@tellurianinc.com
Investors: Matt Phillips Vice President, Investor
Relations Phone +1.832.320.9331
matthew.phillips@tellurianinc.com
Johan Yokay Director, Investor Relations Phone+1.832.320.9327
johan.yokay@tellurianinc.com
Woodside Energy (NYSE:WDS)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Woodside Energy (NYSE:WDS)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
