Houston, July 21, 2024–(Business Wire)–Tellurian Inc. (“Tellurian”) (NYSE American: TELL) today announced that it has entered into a definitive agreement with a subsidiary of Woodside Energy Group Ltd (“Woodside”) (ASX: WDS) under which Woodside will acquire all of the outstanding shares of Tellurian for $1.00 per share in an all-cash transaction.
“This transaction delivers significant and certain value for our shareholders. Following our strategic restructuring in December, new management has strengthened Tellurian’s position and advanced Driftwood LNG. Woodside’s proposal reflects this progress and offers a significant premium to our share price,” said Martin Houston, Executive Chairman of the Tellurian Board. “After careful consideration of Tellurian’s opportunity and challenges, the board and senior management weighed the risks and costs associated with the timeline to a final investment decision against the potential for immediate, significant cash returns and determined that this proposal is in the best interests of shareholders. Woodside is a highly credible operator with ready access to financial resources and a strong ability to manage offtake risks, and we are confident that they are the right developer to advance Driftwood.”
The purchase price represents a 75% premium to Tellurian’s July 19, 2024 closing price and a 48% premium to Tellurian’s 30-day volume-weighted average price, and reflects Driftwood LNG’s prime location, fully permitted status, advanced stage of development prior to a final investment decision, and strong relationships with Bechtel, Baker Hughes and Charter. The estimated total enterprise value of the transaction, including net debt, is approximately $1.2 billion. The transaction, which was unanimously approved by both boards of directors, is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including Tellurian’s shareholder approval and receipt of regulatory approvals.
In conjunction with today’s announcement, Tellurian has published a letter to shareholders, which can be found below. https://ir.tellurianinc.com/financials-filings-and-presentations/presentations.
Lazard is acting as financial advisor to Tellurian and Akin, Gump, Strauss, Hauer & Feld LLP is acting as Tellurian’s legal counsel.
About Tellurian Inc.
Tellurian’s goal is to build a competitive LNG company that will create shareholder value by efficiently delivering natural gas to customers around the world. Headquartered in Houston, Texas, Tellurian is actively developing Driftwood LNG, an approximately 276,000 tonnes per year LNG export facility, and associated pipeline network. Tellurian is publicly traded on the NYSE American under the symbol “TELL.” For more information, please visit www.tellurian.com/companies. home page.
About Woodside
Woodside has been a leader in the development of Australia’s LNG industry. With a focused portfolio, Woodside is known for its world class capabilities as an integrated upstream supplier of energy. Woodside’s track record and unique capabilities are backed by 70 years of experience. For more information, please visit www.woodside.com/. https://www.woodside.com/.
Additional information and where to find it
Tellurian Inc. (“Tellurian”), members of Tellurian’s board of directors and certain of Tellurian’s officers are participating in the solicitation of proxies from its stockholders in connection with the transaction described in this communication (the “Merger”). Tellurian intends to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies to approve the Merger. Information about these participants, including their direct or indirect interests, by security holdings or otherwise, will be set forth in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Merger. Additional information regarding these participants will be available from Tellurian’s Final Power of Attorney In connection with our 2024 Annual Meeting of Stockholders filed with the SEC on April 25, 2024 (the “2024 Proxy Statement”).Proposal 1 – Election of Directors – Background Information on the Nominees and Other Directors” “Agenda Item 1: Election of Directors Executive Officers” “Compensation Discussion and Analysis” and “Security Ownership of Certain Beneficial Owners and Controlled PersonsIf there has been a change in Tellurian’s securities holdings since the amounts set forth in the 2024 Proxy Statement, such change has been or will be reflected in an Ownership Change Statement on Form 4 filed with the SEC. For information about Tellurian’s related party transactions, see “Certain Relationships and Related Party TransactionsAs set forth in our 2024 Proxy Statement.
Promptly after filing the definitive transaction proxy with the SEC, Tellurian will mail a definitive transaction proxy to each stockholder entitled to vote at the special meeting to adopt the merger agreement and plan of merger dated July 21, 2024 among Woodside Energy Holdings (NA) LLC, Tellurian and Woodside Energy (Transitory) Inc. (the “Merger Agreement”). STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT TELLURIAN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE PRELIMINARY AND DEFINITIONS OF THE TRANSACTION PROXY, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED BY TELLURIAN WITH THE SEC IN CONNECTION WITH THE MERGER ON THE SEC’S WEBSITE AT http://www.sec.gov. Copies of Tellurian’s definitive transaction proxy statement, any amendments or supplements thereto and other relevant documents filed by Tellurian with the SEC in connection with the merger will also be available free of charge on Tellurian’s investor relations website at https://tellurianinc.com.
Caution Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of U.S. federal securities laws. Words such as “anticipate,” “anticipate,” “believe,” “budget,” “estimate,” “expect,” “project,” “initial,” “intend,” “may,” “plan,” “potential,” “project,” “propose,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements. Forward-looking statements herein relate to, among other things, the anticipated merger, the expected timing for the completion of the merger, and other statements regarding Tellurian’s expectations, intentions or strategy regarding the future. There can be no assurance that the merger will actually be consummated. 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 consummated on the expected schedule or at all; and (ii) the failure to satisfy any of the conditions to the completion of the merger, including the risk that required approvals from Tellurian’s stockholders regarding the merger or regulatory approvals required to complete the merger will not be obtained on a timely basis 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 any circumstances that may require Tellurian to pay a termination fee; (iv) the effect of the announcement or pendency of the merger on Tellurian’s business relationships, results of operations and business generally; (v) the risk that the merger will disrupt Tellurian’s current plans and operations; (vi) Tellurian’s ability to retain and employ key personnel and maintain relationships with key business partners, customers and counterparties; (vii) the diversion of management or employees’ attention from Tellurian’s ongoing business operations and other opportunities during the pendency of the merger; (viii) the amount of costs, charges, fees or expenses resulting from the merger; (ix) potential litigation related to the merger; (x) the risk that the price of Tellurian’s common stock will fluctuate during the merger and may decline significantly if the merger is not consummated; and (xi) other risks described in Tellurian’s filings with the SEC. These forward-looking statements include, among others, Item 1A of Part I of Tellurian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by Tellurian with the SEC on February 23, 2024, and Tellurian’s other filings with the SEC, all of which are incorporated herein by reference. The forward-looking statements in this communication speak only as of the date hereof. Tellurian may from time to time independently update any previous forward-looking statements, but does not undertake to do so, except as required by securities laws.
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contact address
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Johan Jokai
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