Abu Dhabi’s XRG withdraws $19 billion offer for Australia’s Santos

Abu Dhabi’s National Oil Company has walked away from its $19 billion offer for Australia’s Santos, ending months of speculation over what would have been one of the country’s largest energy deals.

The consortium, which includes Abu Dhabi sovereign wealth fund ADQ and investment firm Carlyle, made the $19 billion indicative offer for Santos in June, but confirmed on Wednesday that it will not proceed with a binding takeover.

“It’s over,” a source familiar with the matter told CNBC. “The reality is, during the process, Santos was inflexible,” the source added. CNBC understands the XRG-led consortium had key concerns around value, tax, and the timeliness of disclosure. 

The source also described the Santos negotiation team as “unrealistic” and said that this was “not the outcome” Abu Dhabi’s XRG was hoping for. 

XRG said a “combination of factors” derailed its third attempt at securing Santos, which Abu Dhabi had hoped would bolster its ambitions to export LNG into the Asia markets. It’s understood other issues, such as a lack of communication and inflexibility over capital gains tax, and recent media reports over environmental risks that the consortium was not previously aware of, were part of the broader issues that derailed the deal. 

Santos, in a statement Thursday, said “The XRG Consortium would not agree to acceptable terms which protected the value of the Potential Transaction for Santos shareholders, having regard to the likely extended timeframe to completion and the regulatory risk associated with the transaction.”

Although talks with Santos have collapsed, the consortium is still expected to explore opportunities in Australia’s energy sector. Sources familiar with the matter also emphasized that regulatory approvals, and unions, were not a concern, calling the decision “purely commercial.”

XRG, which has an enterprise value of $80 billion, recently took control of ADNOC’s listed subsidiaries, in a move to strengthen its financial position to seek out global energy deals.

Santos, headquartered in Adelaide, has been the subject of repeated takeover interest as global demand for natural gas accelerates alongside the energy transition. The company plays a key role in supplying LNG to Asian buyers, and has been a strategic target for international investors.

CNBC has reached out to Santos for comment.