$19 billion merger deal is off: ADNOC’s XRG ends takeover talks with Santos

September 17th, 2025

A consortium run by XRG, a subsidiary of Abu Dhabi National Oil Company (ADNOC), which includes Abu Dhabi Development Holding Company (ADQ) and global investment firm Carlyle, has withdrawn a $18.7 billion non-binding indicative offer for Australia’s energy player Santos.

Darwin LNG; Source: Santos

After obtaining an extension of the exclusivity period to conclude due diligence and obtain all necessary approvals for a binding transaction, concerning its proposal to acquire Santos’ all ordinary shares via a scheme of arrangement, the ADNOC-led consortium has rescinded its indicative offer; thus, it will not proceed with a binding offer for the Australian player.

XRG explained: “While the consortium maintains a positive view of the Santos business, a combination of factors, when considered collectively, have impacted the consortium’s assessment of its indicative offer. Following a comprehensive evaluation, and taking into account all commercial factors and the terms of the scheme implementation Aagreement (SIA) required by the Santos Board, the consortium has determined that it will not be proceeding with the proposed transaction.”

“While disappointed not to move forward, XRG, and its consortium partners, are responsible, disciplined investors with a clear focus on creating value for our shareholders and driving long-term growth. The consortium extends its appreciation to the Santos management team for their assistance in the process, as well as all levels of government and other stakeholders for their positive and constructive engagement.”

The company underlines that this experience reinforced the consortium’s confidence in Australia’s energy and investment environment, as well as the other locations where Santos operates, which is why it was prepared to undertake long-term commitments to Australian energy production to deliver “meaningful benefits to domestic gas consumers and enhance regional energy security.”

Given XRG’s low-carbon agenda and five-year business plan to establish an integrated gas and liquefied natural gas (LNG) business with 20–25 million tons per annum (mtpa) capacity by 2035, the firm remains dedicated to pursuing value-accretive opportunities across gas, LNG, chemicals, and energy solutions.

While the Santos acquisition is now off the table, ADNOC’s XRG claims to have “a rich and deep pipeline of investment opportunities,” which it will keep pursuing.