The deal will see Santos buy 100 per cent of the outstanding ordinary shares in ESG via a Scheme of Arrangement. Santos already owned 20.9 per cent of ESG and sought to purchase the remaining shares, valuing ESG at $942m.
Santos will now assume operatorship of ESG’s coal seam gas permits with TRUenergy owning the remaining 20 per cent (in a joint venture with Santos).
Piper Alderman has advised ESG since its foundation more than 10 years ago. The firm advised on ESG’s $16m listing on the ASX in 2001 and has been the company’s preferred legal service provider since that time.
Advising on this merger was a team of lawyers led by partners Gordon Grieve and Owen Keen. They were supported by senior associate, Sina Kassra as well as partner, Tom Griffith and associate, Lisa Nguyen who assisted in obtaining orders in the Federal Court for the shareholders meeting to approve the merger. Over the last 10 years a team of over 100 lawyers has worked on advising this client at Piper Alderman.
Gordon Grieve said the transaction is bittersweet for Piper Alderman.
"We have been proud to advise Eastern Star Gas since its inception and are really pleased to have been able to assist in its successful merger with Santos. Our association with Eastern Star Gas began through one of its founders who has been a wonderful client of the firm for over 20 years. We’ve advised Eastern Star Gas on many and varied matters since the company began and it has been a pleasure to work with their team for so long. We are very proud to have seen Eastern Star Gas grow from a $16m company, to one valued at over $940m.
This scheme of arrangement is one in a long succession of major mergers that Piper Alderman has acted on successfully. Others have included Normandy/Poseidon ($4.9bn), Constellation/Hardy Wines ($2.4bn) and Sapex/Linc Energy ($500m).
Freehills acted for Santos.