STO Santos Limited

MELBOURNE, Australia—Oil Search Ltd. has moved to consolidate natural-gas developments on Papua New Guinea with a US$2.2 billion deal to buy U.S.-listed midsize energy company InterOil Corp amid a growing natural gas glut.

Oil Search, based in Port Moresby, the capital of Papua New Guinea, but listed in Australia, said Friday the boards of both companies had agreed to an offer worth at least US$40.25 for each InterOil share—a 27% premium to the last closing price on May 19.

The deal will boost Oil Search's exposure to what is expected to be the next major gas-export project to be built in Papua New Guinea, and potentially see this developed alongside an existing liquefied natural gas venture in which Oil Search has a stake.

With a separate agreement that will see Oil Search sell on some of InterOil's interests in the promising natural-gas discovery in Papua New Guinea to partner Total SA for about US$1.2 billion, the acquisition will also strengthen the French energy giant's stakes in the proposed Total-led project centered on the Elk and Antelope gas fields.

The side deal would increase Oil Search's stake in the project from nearly 23% to 29% and lift Total's position to just over 48% from 40% now.

The takeover of InterOil could also potentially open the Total-led Papua LNG project to collaborations with Oil Search's other major asset, its 29% stake in a liquefied natural gas project that can produce 6.9 million metric tons a year.

Exxon has a 33% interest in the venture, alongside smaller partners including Papua New Guinea's government and Australia's Santos Ltd.

The takeover comes as New York-listed InterOil is fighting to reject a move by founder and former Chief Executive Phil Mulacek to seat himself and four others on the company's board. Mr. Mulacek has called on shareholders to support the nominations, and in a letter to investors this week he said the board lacked expertise, which had led to cost overruns and increasing debt.

Mr. Mulacek was on a flight and currently unreachable, a spokesman for his company Petroleum Independent & Exploration, LLC said. Oil Search Managing Director Peter Botten told The Wall Street Journal he had emailed Mr. Mulacek early in the day, seeking to engage with him and to explain the merits of the deal.

Liquefied natural gas producers are struggling against a tide of new supply from countries including Australia, Papua New Guinea and now the U.S. that has swamped demand for the fuel.

Almost US$200 billion has been committed in recent years in Australia alone to plants that chill gas to a liquid, which can then be shipped and stored, in anticipation of Asia's growing need for cleaner-burning fuels as economies there expand. Wood Mackenzie, a consultancy, has forecast the global LNG glut will continue to grow, with 70 million metric tons of liquefied gas uncontracted by 2021.

Oil Search and InterOil in a joint statement said the tie-up offers compelling financial and strategic benefits for both sides by creating a major independent oil-and-gas champion in the Pacific island nation.

Oil Search executives have said there is an opportunity to reduce costs and accelerate the development of the newer gas finds by linking its two major Papua New Guinea projects.

Papua New Guinea benefits from its proximity to large gas markets in China, Japan and South Korea. The gas resources there also have some of the lowest development costs in the world, giving projects an edge at a time when energy companies around the world are focused on protecting balance sheets.

Under the takeover agreement, InterOil shareholders would receive 8.05 Oil Search shares for each of their own shares or a cash alternative up to a total of US$770 million.

They also would receive the right to an additional cash payment of about US$6.05 a share for each trillion cubic feet equivalent of gas, above the threshold of 6.2 trillion cubic feet, that is certified for the Elk and Antelope fields. That, for example, could see the value of the offer rise to US$51.13 a share if the resource has 8 trillion cubic feet of gas.

The takeover is expected to see InterOil shareholders gain an interest of 14%-21% in the enlarged company. If the agreement is successful, one director of InterOil would be invited to join Oil Search's board.

Oil Search was itself the target of a takeover bid last year, rejecting an all-stock offer then worth 11.6 billion Australian dollars (US$8.4 billion) from larger Woodside Petroleum Ltd. to build a regional oil-and-gas champion.

Write to Robb M. Stewart at robb.stewart@wsj.com

(END) Dow Jones Newswires

May 19, 2016 23:25 ET (03:25 GMT)

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