BHP Petroleum, Woodside Merger On Track; Details Proposed In Specie Dividend Of Woodside Shares

BHP Group Limited (BHP.AX,BLT.L,BBL,BHP) issued an update on BHP Petroleum and Woodside (WOPEF.PK,WOPEY.PK,WPL.AX) merger. The completion of the merger is on track and is targeted for 1 June 2022. All required regulatory and competition approvals have been obtained, other than the National Offshore Petroleum Titles Administrator or NOPTA approval.

BHP is expected to receive 914.8 million newly issued Woodside shares at completion. BHP shareholders are expected to be entitled to one Woodside share for every 5.5340 BHP shares. The company will determine a fully franked in specie dividend of the Woodside shares to BHP shareholders. The in specie dividend would be $4.62 with $1.98 of franking credits being distributed per BHP share, based on Woodside’s share price of $25.55 at 6 April 2022. The dividend is expected to be paid on 1 June 2022 to each BHP shareholder on the BHP register at the close of business on 26 May 2022.

On completion, Woodside will make a cash payment to BHP of approximately $830 million in relation to cash dividends paid by Woodside. BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the merger effective date of 1 July 2021 and completion. From the effective date to 31 December 2021 only, this amounts to approximately $900 million.

Woodside has released an Independent Expert’s Report for shareholders, which has concluded that the merger is in the best interests of Woodside shareholders, in the absence of a superior proposal. The Woodside shareholder meeting is scheduled for 19 May 2022.

Woodside will retain its primary listing on the ASX and is seeking a standard listing on the LSE and a sponsored Level III ADR program on the NYSE.

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