Houston-based Tellurian Inc., which this summer agreed to be acquired by Australian energy giant Woodside Energy Group Ltd., expects the merger agreement between the two companies to close in early or late Dec. 2024.

If the merger has not closed by Dec. 15, it can be extended until Dec. 31, Tellurian said in a preliminary proxy statement filed with the Securities and Exchange Commission on Aug. 16.

Perth-based Woodside said in July it agreed to acquire Tellurian for about $900 million, or $1 per share.

The offer represents “an approximately 75% premium to the $0.57 closing share price of [Tellurian’s] common stock on July 19, the last full trading day prior to the announcement of [Tellurian’s] entry into the merger agreement, and … an approximately 48% premium to the 30-day volume-weighted average closing share price of [Tellurian’s] common stock through that same date,” Tellurian said in the filing.

The Woodside deal has an implied enterprise value of $1.2 billion, Woodside and Tellurian said July 21 in separate statements.

Prior to the Woodside offer, Tellurian, formed in 1967 and formerly known as Magellan Petroleum Corp., was struggling to develop its 27-million tonnes per annum Driftwood LNG project in Calcasieu Parish, Louisiana. With the purchase, Woodside will boost its presence in the U.S. LNG space and add its its presence as a global liquefaction powerhouse.

“Our agreement last month to acquire Tellurian, including its US Gulf Coast Driftwood LNG development further strengthens our LNG portfolio, complementing our existing Pacific basin position with additional exposure in the Atlantic basin,” Woodside Energy CEO Meg O’Neill said in an Aug. 26 earnings press release. “Woodside expects to leverage its global LNG expertise to unlock this development and enable long-term cashflow generation.”

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Prior to the expected December closing, Tellurian and Woodside are both subject to termination fees if the agreement fails to conclude.

Tellurian has the option to terminate the agreement prior to obtaining stockholder approval if it receives a superior offer and/or Woodside “breaches or fails to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement.”

In such a case, Tellurian will be subjected to a $36.1 million termination fee if it decides to terminate the agreement. The fee is equivalent to around 3.8% of Tellurian’s equity value based on the merger consideration, the company said in the proxy.

Likewise, Woodside will be subjected to pay Tellurian a termination fee of $31.5 million if the merger fails to win approval from the Committee on Foreign Investment in the United States or otherwise materially breaches the merger agreement’s obligations.

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