The XRG Consortium led by a subsidiary of Abu Dhabi National Oil Company (ADNOC) has notified the board of Australian energy company Santos of its decision to withdraw its indicative proposal to acquire 100 per cent of the issued shares of Santos via a cash scheme of arrangement.
On August 25, 2025 Santos agreed to a second extension of the process and exclusivity deed to enable the finalisation of the scheme implementation agreement (SIA) and for the XRG Consortium to obtain all necessary approvals to enter into a binding transaction.
The XRG Consortium confirmed that it had not found anything in due diligence that would lead it to withdraw its indicative proposal, Santos said in a press release on Thursday, September 18.
On September 15, 2025 the Santos board advised the XRG Consortium that Santos expected to enter into an SIA at the agreed offer price of US$5.626 if a binding proposal was received from the XRG Consortium on acceptable terms on or prior to September 19, 2025.
In response, the XRG Consortium notified the Santos board of its decision to withdraw its indicative proposal and not proceed with the potential transaction.
Santos said its board had expressed its concern to the XRG Consortium about delays in agreeing the SIA. The company said the XRG Consortium would not agree to acceptable terms that protected the value of the potential transaction for Santos shareholders, having regard to the likely extended timeframe to completion and the regulatory risk associated with the transaction.
Santos added that the XRG Consortium would not agree to an appropriate allocation of risk between the XRG Consortium and Santos shareholders under the SIA. This included the obligation of the XRG Consortium to secure regulatory approvals and the provision of a reasonable commitment to the development and supply of domestic gas.
