HOUSTON, TX - Tellurian (NYSE:TELL) Inc. (NYSE American: TELL), a player in the crude petroleum and natural gas industry, disclosed a definitive merger agreement with Woodside (OTC:WOPEY) Energy Holdings (NA) LLC in a recent 8-K filing with the U.S. Securities and Exchange Commission (SEC). The transaction, announced on Friday, will result in Tellurian becoming a wholly owned subsidiary of Woodside Energy Holdings.
The merger, which was initially entered into on July 21, 2024, is progressing as Tellurian filed a definitive proxy statement with the SEC on August 27, 2024. Despite facing a legal challenge over the sufficiency of disclosures provided in the proxy statement, Tellurian has made additional voluntary disclosures to address the concerns raised in the lawsuit filed in federal court.
Tellurian's management believes the lawsuit lacks merit, emphasizing that the additional disclosures were made to avoid the costs and uncertainties of litigation, not because of any legal obligation. The supplemental disclosures clarify aspects of the financial analysis conducted by Lazard (NYSE:LAZ), the financial advisor to Tellurian, and provide updated information on the interests of Tellurian's directors and executive officers.
The merger is subject to approval by Tellurian's stockholders, with a special meeting scheduled to vote on the agreement. The company has urged stockholders to review the proxy statement and its supplements carefully before casting their votes.
In other recent news, Tellurian Inc. has announced a definitive merger agreement with Woodside Energy Holdings, resulting in Tellurian becoming a wholly owned subsidiary of Woodside. This strategic move, disclosed in a Form 8-K report, is subject to stockholder approval. In response to a lawsuit challenging the completeness and accuracy of the disclosures in the proxy statement, Tellurian has provided additional disclosures, maintaining that the claims are without merit.
In another development, Tellurian has updated its certificate of incorporation to include details of its Series C Convertible Preferred Stock, a move that rectifies a previous omission. Tellurian has also agreed to sell its Haynesville gas-producing assets to Aethon Energy for $260 million, slightly lower than the $280 million projected by analysts. Despite these developments, Stifel maintains a sell rating on Tellurian, suggesting that its equity value remains significantly below its current trading price.
While Aethon Energy has agreed to a Heads of Agreement to purchase 2 million tons per annum of liquefied natural gas from Tellurian's Driftwood project, Stifel expressed skepticism about the commercial significance of this agreement, citing historically low conversion rates from Heads of Agreement to Sales and Purchase Agreements.
InvestingPro Insights
As Tellurian Inc. (NYSE American: TELL) navigates its merger with Woodside Energy Holdings, investors should consider some key financial metrics and insights from InvestingPro. The company's market capitalization stands at $867.06 million, reflecting its current valuation in the market.
InvestingPro Tips highlight that Tellurian's stock price movements have been quite volatile, which is particularly relevant given the ongoing merger process. Additionally, the company has shown a strong return over the last three months, with a price total return of 27.88% during this period. This recent performance may be influenced by the merger announcement and subsequent developments.
It's worth noting that analysts anticipate a sales decline for Tellurian in the current year, with revenue growth at -9.53% over the last twelve months. This projection aligns with the company's recent financial performance, as its revenue for the same period was $166.13 million.
For investors seeking a more comprehensive analysis, InvestingPro offers additional tips and insights. Currently, there are 5 more InvestingPro Tips available for Tellurian, providing a deeper understanding of the company's financial health and market position.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.