HOUSTON, July 21, 2024–(BUSINESS WIRE)–Tellurian Inc. (“Tellurian”) (NYSE American: TELL) today announced that it has entered into a definitive agreement with affiliates of Woodside Energy Group Ltd (“Woodside”) (ASX: WDS) pursuant to which Woodside will acquire all of the outstanding shares of Tellurian for $1.00 per share in an all-cash transaction.
“This transaction delivers substantial and certain value to our shareholders. Following our strategic repositioning in December, our new management has strengthened Tellurian’s position and advanced Driftwood LNG. Woodside’s offer reflects this progress, offering a significant premium to our share price,” said Martin Houston, Executive Chairman of Tellurian. “After carefully considering 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 FID timeline and determined that this offer was in the best interests of our shareholders. Woodside is a highly credible operator, with greater access to financial resources and a greater ability to manage procurement risk, and I am confident that it is the right developer to advance Driftwood.”
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, reflecting Driftwood LNG’s premier site, fully permitted status, advanced pre-FID development stage 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 has been unanimously approved by both boards of directors, is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including approval by Tellurian’s stockholders and 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 acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to Tellurian.
About Tellurian Inc.
Tellurian’s goal is to create shareholder value by building a competitive LNG business that efficiently delivers natural gas to customers around the world. Headquartered in Houston, Texas, Tellurian is actively developing Driftwood LNG, an approximately 27.6 mtpa LNG export facility and associated pipeline system. Tellurian is publicly traded on the New York Stock Exchange under the symbol “TELL.” For more information, please visit www.tellurianinc.com.
About Woodside
Woodside has spearheaded the development of the LNG industry in Australia. With a focused portfolio, Woodside is recognised for its world-class capabilities as an integrated upstream energy provider. Woodside’s proven track record and distinctive capabilities are built on 70 years of experience. For more information, please visit https://www.woodside.com/.
Additional information and where to find it
Tellurian Inc. (“Tellurian”), members of Tellurian’s board of directors and certain executive officers of Tellurian are participating in the solicitation of proxies from stockholders in connection with the transaction described in this communication (the “Merger”). Tellurian expects 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 these participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant materials to be filed with the SEC in connection with the Merger. Additional information about these 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 of Directors — General Information About the Nominees and Other Directors,” “Proposal 1 — Election of Directors to the Company’s Board of Directors — Executive Officers,” “Compensation Discussion and Analysis,” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent Tellurian’s security holdings have changed since the amounts printed in the 2024 Proxy Statement, such changes have been or will be reflected in the change in ownership disclosures 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 proxy statement relating to the transaction with the SEC, Tellurian will mail the definitive proxy statement relating to the transaction to each stockholder entitled to vote at the 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 PROXY STATEMENT RELATING TO THE TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TELLURIAN FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, the preliminary and definitive proxy statement relating to the transaction, 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 proxy statement relating to the transaction, 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).
DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the United States 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 included herein relate to, among other things, the pending merger, the anticipated timing of the closing of the merger and other statements that concern Tellurian’s expectations, intentions or strategies relating to the future. There can be no assurance that the merger will be completed. 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 will not be completed in the anticipated time frame or at all; (ii) the failure to satisfy any of the conditions to the completion of the Merger, including the risk that the required Tellurian stockholder approvals for the Merger or the regulatory approvals required to complete the Merger will not be obtained, in a timely manner 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 suspension of the Merger on Tellurian’s business relationships, operating results and operations 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 other persons with whom it does business; (vii) the diversion of management or employee 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 Tellurian’s Annual Report on Form 10-K for the year ended December 31, 2023, filed by Tellurian with the SEC on February 23, 2024, and other filings by Tellurian with the SEC, all of which are incorporated by reference herein. The forward-looking statements contained in this communication are made as of the date hereof. Although Tellurian may from time to time voluntarily update its prior forward-looking statements, it disclaims any obligation to do so, except as required by securities laws.
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Contacts
Media:
Jason French
General Manager, 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