The $18.7 billion bid by Abu Dhabi National Oil Company (ADNOC) for Australian liquefied natural gas producer Santos is facing a far higher hurdle than just the amount of money on offer.
It's the politics of the transaction, which would be Australia's largest-ever cash takeover, that are looking increasingly hard to overcome.
ADNOC launched the bid for Santos, Australia's second-biggest oil and gas company, in June and an initial due diligence was due to be completed by August.
This was delayed in August to September 19 even though no major issues were identified with the deal.
The delay and the fact that Santos' shares are still trading well below the indicative offer price of AU$8.89, having ended on Thursday at AU$7.85, are signs that the deal is struggling.
The proposed takeover was a major talking point at this week's South East Asia Australia Offshore and Onshore Conference in Darwin, capital of Australia's Northern Territory and home to Santos' Darwin LNG plant, which is about to be restarted.
Participants from inside the industry and the government largely expressed the view that the deal was just not simply compelling enough from an Australian point of view.
It was also interesting that while people would talk about the deal, nobody was prepared to go on the record, showing that above all, the ADNOC proposal is a political minefield and keeping quiet is seen as the sensible option.
Other than a good payout to Santos shareholders, the question is why would Australia want to sell off some of its crown jewel LNG assets, as well as add fresh complications to a domestic natural gas market battling high prices and a lack of future supply.
Australian Treasurer Jim Chalmers would have to approve the deal, and while he would want to maintain Australia's reputation as a safe and welcoming investment destination, he will also be mindful that selling a major domestic energy player to a company owned by a foreign government is unlikely to be a vote winner.
So, what would ADNOC have to do to get the deal over the line?
The major problem is that ADNOC is planning on buying existing and operating assets and has yet to outline a clear path for how it would grow the business and invest in Australia.
This is quite different to the $200 billion invested by mostly foreign oil companies in the decade from 2010 to 2020 to build Australia's LNG capacity to what was then the biggest in the world.
The attraction of Santos is that it offers two existing LNG plants in Australia and a stake in one in neighbouring Papua New Guinea, as well as a share in another PNG project scheduled for a final investment decision early next year.
It's likely that ADNOC is less interested in Santos' onshore Australian gas assets that supply the domestic market. While ADNOC hasn't said anything, it wouldn't be a surprise if it tried to sell the onshore output to another operator.
But if ADNOC wanted to show it was willing and able to build on the Santos portfolio, there are good opportunities to do so.
Santos has exploration acreage in the Beetaloo Basin in the Northern Territory that holds the promise of being the next big thing for Australian natural gas, with geology superior to many similar shale plays in the United States and an estimated reserve of 500 trillion cubic feet of gas.
A commitment to develop the Beetaloo, along with associated pipeline infrastructure to a newly-built LNG train alongside Santos' existing Darwin plant, would go a long way to convincing Australians that ADNOC wanted more than just control of the existing LNG assets.
To give the deal a greater chance of winning political support, it's likely ADNOC is going to have to talk more about its plans and what commitments it is prepared to make.
If it doesn't, it will be too easy for Chalmers and the ruling Labor Party to reject the deal on national interest grounds.
(By Clive Russell; Editing by Tom Hogue)