Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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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.
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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.
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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. 
In <a href="https://skr.ma/epYxh" target="_blank" rel="noopener">Santos/Oil Search: Getting Facts Straight</a>, 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 <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. 
The Oil Search board recommends the Offer in the absence of superior proposal. Due diligence has been afforded.
More below the fold.
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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.





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.
That wasn't entirely incorrect. It wasn't even close. 
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.
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 <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. 
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:
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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.
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Lots more below the fold.

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

Alpha-Centric ESG Research

Kyle Rudden

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.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:<ol>
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Carbon Footprints: Scope 1, Scope 2, and Scope 3 emissions for each (ranked and sorted).</li>
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Climate Policies: Where each stands vis-à-vis implementation of climate-related policies.</li>
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Emissions Targets: Which companies are claiming to go net-zero emissions, and by when.</li>
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Capital Investment: How future CapEx is (or is not) aligned with global warming targets.</li>
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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

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>.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).

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

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

Oil & Natural Gas Corp / Technical Analysis

Below we lay out what we believe is a compelling case to add exposure to global Energy stocks at current levels. Stocks Highlighted: 500312-IN (ONGC-IN), 135-HK, FP-FR, EQNR-NO, TEN-IT, EOG-US, HES-US, OVV-US, XEC-US, FANG-US, MPC-US, CHX-US, DVN-US, VET-US, and CLR-US

Below we lay out what we believe is a compelling case to add exposure to global Energy stocks at current levels. Stocks Highlighted: 500312-IN (ONGC-IN), 135-HK, FP-FR, EQNR-NO, TEN-IT, EOG-US, HES-US, OVV-US, XEC-US, FANG-US, MPC-US, CHX-US, DVN-US, VET-US, and CLR-US

Global Energy Stocks Are Breaking Out -- Buy

France

TotalEnergies SE operates as an energy company. The Company produces, transports, and supplies crude oil, natural gas, and low carbon electricity, as well as refines petrochemical products. TotalEnergies owns and manages gasoline filling stations worldwide.

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TotalEnergies (TTE US)

Santos and Oil Search Agree on Terms

This remains a non-binding offer but ostensibly is done. Yet Wulff's resignation, Mubadala's sell-down, and chairman Rick Lee's odd short-term...

David Blennerhassett

Santos/Oil Search: Getting Facts Straight

I would expect Oil Search to engage at ~0.66x, or ~25% premium to last close using both share prices as 24 June. I'd be buying here. I would expect...

David Blennerhassett

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

A quick overview of the carbon footprints and climate policies of 50 of the world's largest oil stocks (mainly Asia Pacific, Americas, and Europe...

Kyle Rudden

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...

Kyle Rudden

Global Energy Stocks Are Breaking Out -- Buy

In today's report we lay out what we believe is a compelling case to add exposure to global Energy stocks at current levels.

Vermilion Research

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