Woodside Petroleum Ltd (ASX:WPL) entered into a merger commitment deed to acquire BHP Billiton Petroleum International Pty. Ltd. from BHP Group Limited for $14.1 billion on August 17, 2021. Woodside Petroleum Ltd signed a binding share sale agreement to acquire BHP Billiton Petroleum International Pty. Ltd. from BHP Group Limited on November 22, 2021. 914.77 million shares will be issued as consideration. Under the transaction, Woodside Petroleum Ltd and BHP Group will combine their respective oil and gas portfolios by an all-stock merger. BHP Petroleum will transfer to Woodside on a cash and debt-free basis. As reported, Woodside Petroleum Ltd, or a wholly owned subsidiary of Woodside, will acquire 100% of the issued share capital of BHP Billiton Petroleum International Pty. Ltd. in exchange for new shares in Woodside which will deliver 48% to BHP shareholders on completion. Prior to completion, BHP and Woodside will carry on their respective businesses in the normal course and, will put in place appropriate plans to enable a smooth transition of ownership. The expanded Woodside would be owned 52% by existing Woodside shareholders and 48% by existing BHP shareholders. Woodside shares will be immediately distributed to BHP shareholders. Woodside will remain listed on the ASX with listings on additional exchanges being considered. Under the merger commitment deed, each party has agreed to pursue a merger transaction and agreed to certain exclusivity arrangements and to each pay a reimbursement fee of approximately $160 million in certain circumstances. BHP has agreed to pay Woodside a reimbursement fee of $160 million.

Woodside and BHP have developed a plan to targeted final investment decision (FID) for Scarborough (Australia) by the end of the 2021 calendar year, prior to the proposed completion date for the merger. As part of this plan, Woodside and BHP have agreed an option for BHP to sell its 26.5% interest in the Scarborough Joint Venture to Woodside and its 50% interest inthebe and Jupiter joint ventures to Woodside if the Scarborough Joint Venture takes a FID by December 15, 2021. There will be a BHP director representation on Woodside's Board after completion. The combined business will benefit from the joint management and technical petroleum expertise of both companies, led by Meg O'Neill as the Chief Executive Officer and Managing Director. In addition, it is intended that the Woodside Board will appoint a current BHP director as a Woodside director on completion. A final deal for the scrip-based acquisition, which is under review by the Australian Competition and Consumer Commission, is due to be struck in November, with completion targeted by June 30, 2022.

The transaction is subject to confirmatory due diligence, negotiation and execution of full form transaction documents including share and purchase agreement which is targeted for October 2021, third-party approvals, and satisfaction of conditions precedent including shareholder, regulatory and other approvals. Both the Woodside and BHP Boards of Directors confirm their support for the transaction. Woodside shareholder vote planned for second quarter of 2022. Execution of a share sale agreement and an integration and transition service agreement is expected in November, in advance of targeted completion in the second quarter of 2022. On December 16, 2021, the Australian Competition and Consumer Commission approved the transaction. All required regulatory and competition approvals have been obtained, other than the NOPTA approval which is expected prior to completion. The merger is expected to be completed by the end of January 2022. As per update on January 19, 2022, completion is expected in June 2022. The transaction is expected to be cash flow per share accretive after 2022 and generate an estimated annual synergies in excess of $400 million.

Woodside CFO Graham Tiver, who joined Woodside at the start of February has been nominated for a board position, along with Fiona Hicks, who has been nominated to lead Australian operations. Shiva McMahon has been nominated to lead international operations, based in Houston. Shaun Gregory has been nominated to lead new energy, based in Perth. Mark Abbotsford has been nominated to lead marketing and trading, based in Perth. Andy Drummond has been nominated to lead exploration and development, based in Houston. Matthew Ridolfi has been nominated to lead the projects division, based in Houston. Julie Fallon has been nominated to lead corporate services, based in Perth. Tony Cudmore has been nominated to lead strategy and climate, based in Perth. Daniel Kalms is currently SVP merger integration planning at Woodside, and he has been nominated to lead merger integration activities after completion of the proposed merger, based in Perth. As of April 8, 2022, Woodside Petroleum issued notice to its shareholders for general meeting be held on May 19, 2022. The Board of Directors of Woodside unanimously recommended its shareholders to vote in favor of the transaction. As of May 19, 2022, Woodside shareholders approved the proposed merger at today's annual general meeting and all conditions precedent necessary to implement the merger that require a positive action or event in order to be satisfied have now been satisfied or waived. As on February 18, 2022, the transaction is expected to be completed in early June. Woodside is targeting completion of the merger on June 1, 2022.

Gresham Advisory Partners Limited and Morgan Stanley Australia Limited acted as financial advisors while Craig Rogers, Amanda Isouard, Heath Lewis, David Friedlander and Alan Murray of King & Wood Mallesons and Kaam Sahely of Vinson & Elkins LLP acted as legal advisors to Woodside. JPMorgan Chase & Co. (NYSE:JPM), Barclays PLC (LSE:BARC) and The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisors and Baden Furphy, Kam Jamshidi, Barrymore Stuart, Aynsley Neena, Bright Mary-Rose, Singh Ayesha, Sievert Lachlan and Darmanin Nancy of Herbert Smith Freehills acted as lead legal advisor to BHP. UBS acted as financial advisor and corporate broker to BHP Group. Chris Forman of Rothschild & Co SCA (ENXTPA:ROTH) acted as financial advisor to Woodside. KPMG Financial Advisory Services (Australia) Pty Limited acted as fairness opinion provider to Woodside. Computershare Investor Services Pty Limited acted as registrar to Woodside.

Woodside Energy Group Ltd (ASX:WDS) completed the acquisition of BHP Petroleum International Pty. Ltd. from BHP Group Limited on June 1, 2022.