Woodside Petroleum Clarifies Voting Exclusion for Shell Merger Proposal

Strategic Insights -

Woodside Petroleum Ltd (ASX:WPL) has obtained confirmation from the Australian Stock Exchange that shareholders who hold call options on their shares will be excluded from voting on the Shell Australia merger proposal. This exclusion applies even if shareholders accept Shell's offer for part of their holdings and retain both Woodside shares and call options until the time of the meeting. The company sought clarification on this issue and received advice that, under the ASX Listing Rules, shareholders with call options will be excluded from voting at the general meeting. This decision has significant implications for the proposed merger, as the revised deal includes a cash offer of $A14.80 ($US8.22) per share and a portfolio of assets worth up to $A7.3 billion ($US4.06 billion).

Key Takeaways:

  • The Australian Stock Exchange has confirmed that shareholders who hold call options on their shares will be excluded from voting on the Shell Australia merger proposal.
  • This exclusion applies even if shareholders accept Shell's offer for part of their holdings and retain both Woodside shares and call options until the time of the meeting.
  • Woodside's independent directors have recommended that shareholders do not accept the Shell bid until they receive the company's response in the form of the Target's statement.
  • The revised merger proposal includes a cash offer of $A14.80 ($US8.22) per share and a portfolio of assets worth up to $A7.3 billion ($US4.06 billion).
  • The company has received a modification to the Corporations Law from the Australian Securities and Investments Commission to allow it until January 5, 2001, to print and dispatch 44,000 copies of the Target's statement.
  • At the time of the announcement, shares in Woodside were one cent firmer at $A14.69 ($US8.16).

Sources:

  • Woodside Petroleum Ltd (ASX:WPL), press statement, Dec 27, 2000
  • Australian Stock Exchange, Listing Rules
  • Australian Securities and Investments Commission, modification to the Corporations Law, Dec 27, 2000

Statistics:

  • $A14.80 ($US8.22) - cash offer per share
  • $A7.3 billion ($US4.06 billion) - value of portfolio of assets
  • 44,000 - number of copies of Target's statement
  • $A14.69 ($US8.16) - share price at 1236 AEDT
  • January 5, 2001 - deadline for printing and dispatching Target's statement