HOUSTON, July 21, 2024–(BUSINESS WIRE)–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 remaining shares of Tellurian for $1.00 per share in gross trading.
“This business provides substantial and specific value to our shareholders. Following our repositioning in December, our new leadership has strengthened Tellurian’s position with the advanced Driftwood LNG. Woodside’s offer reflects this development, providing significant upside to our share price,” said Martin Houston. , Executive Chairman, Tellurian Board of Directors. “After carefully considering Tellurian’s opportunities and challenges, the Board and senior management weighed the immediate and significant financial benefits against the risks and costs associated with the FID timeline and determined that this proposal it’s in the interest of our owners. A reliable manufacturer, with better access to financial resources and greater ability to manage potential risks, and I hope he’s the right developer to take Driftwood forward.”
The purchase price represents a 75% premium to Tellurian’s closing price on July 19, 2024, and 48% of Tellurian’s 30-day premium, indicating the first Driftwood LNG site, a condition permitted by complete, advanced level pre-FID. development and strong relationships with Bechtel, Baker Hughes, and Charte. The total value of the business, including total debt, is about $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’s shareholders and receipt of regulatory approvals of control.
In conjunction with today’s announcement, Tellurian has issued a letter to shareholders, which can be found at https://ir.tellurianinc.com/financials-filings-and-presentations/presentations.
Lazard is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is legal counsel to Tellurian.
About Tellurian Inc.
Tellurian is committed to creating shareholder value by creating a competitive LNG business, delivering natural gas to customers around the world. Headquartered in Houston, Texas, Tellurian continues to develop Driftwood LNG, an approximately 27.6 mtpa LNG 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 pioneered the development of the LNG industry in Australia. With a focused portfolio, Woodside is recognized for its world-class capabilities as a leading energy supplier. Woodside’s proven track record and unique capabilities are backed by 70 years of experience. For more information, please visit https://www.woodside.com/.
More Information and Where to Find It
Tellurian Inc. (“Tellurian”), members of Tellurian’s board of directors and other executive officers of Tellurian 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 (“Transaction Proxy Statement”) with the Securities and Exchange Commission (“SEC”) regarding the solicitation of proxies to accept the Merger. Information about such participants, including their direct or indirect interests, through securities or otherwise, will be included in the Transaction Proxy Statement and other relevant documents. which must be filed with the SEC in connection with the Merger. Additional information regarding such stakeholders is available in Tellurian’s proxy statement regarding its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which was filed with the SEC on April 25, 2024, under “Presentation 1—Director Elections to the Company’s Board—New Disclosure on Nominees and Other Directors,” “Presentation 1—Electing Directors to the Company’s Board—Executive Directors,” “Interview and Compensation Review ” and “Beneficial Ownership Security Authority and Management.” To the extent that Tellurian’s securities have changed since the amount published in the 2024 Proxy Statement, such changes have been or will be reflected in Change of Control Statements on Form 4 filed with the SEC Information regarding Tellurian’s transactions with related parties is set forth under the heading “Certain Related Party Relationships and Transactions” in the 2024 Proxy Statement.
Immediately after filing the definitive Transaction Proxy Statement with the SEC, Tellurian will call each stockholder entitled to vote at a special meeting to consider the adoption of the Agreement and Plan of Merger, dated 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 (AVOIDING ANY WARRANTY OR SUPPLEMENT) AND ANY SIMILAR DOCUMENTS THAT TELLURIAN WILL PROVIDE TO SEC WHEN THEY OBTAIN THEM BECAUSE THEY WILL BE HELPFUL. Stockholders may obtain, without charge, original and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any relevant documents filed by Tellurian with the SEC in connection with the Merger. on the SEC’s website (http:// www.sec.gov). Copies of Tellurian’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any relevant documents filed by Tellurian with the SEC in connection with the Merger will also be available, free of charge, on the investor relations website of Tellurian (https://tellurianinc .com).
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the context of US federal securities laws. The words “expect,” “assume,” “believe,” “estimate,” “estimate,” “anticipate,” “anticipate,” “initially,” “intend,” “intend,” “plan,” “estimate, “”plan,” “proposed,” “should,” “will,” “will,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements herein relate to, among other things, the pending Merger, the expected timing of the closing of the Merger and other statements affecting Tellurian’s expectations, plans or strategies regarding the future. There can be no assurance that the Meeting will be completed. Known and unknown risks and uncertainties could cause actual results to differ from those indicated in forward-looking statements, including, but not limited to: (i) the risk that the Company may not completed on time or at all; (ii) failure to satisfy any of the conditions to the consummation of the Merger, including the risk that required approvals from Tellurian’s shareholders for the Merger or necessary regulatory approvals to consummate the Merger are not available, on time or not at all; (iii) the occurrence of any event, change or other circumstances or conditions that may cause the Merger Agreement to be terminated, including in cases requiring Tellurian to pay a termination fee; (iv) the effect of the announcement or commitment of the Merger on Tellurian’s business relationships, results of operations and business as a whole; (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) diversion of management’s or employees’ attention during the Merger’s obligations from Tellurian’s ongoing business operations and other opportunities; (viii) the amount of costs, fees, charges or expenses incurred by the Merger; (ix) potential litigation related 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 Tellurian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , which Tellurian filed with the SEC in February. 23, 2024, and Tellurian’s other filings with the SEC, all of which are incorporated by reference herein. The forward-looking statements in this discussion refer to that day. Although Tellurian may from time to time voluntarily update its forward-looking statements, it disclaims any obligation to do so except as required by securities laws.
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Names
Media:
Jason French
Executive Director, 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
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