In a recent development, Tellurian (NYSE:TELL) Inc., a Houston-based company specializing in crude petroleum and natural gas, has announced a definitive merger agreement with Woodside (OTC:WOPEY) Energy Holdings (NA) LLC. The agreement, which was initially entered into on July 21, 2024, will result in Tellurian becoming a wholly owned subsidiary of Woodside Energy Holdings.
This strategic move was disclosed in a Form 8-K report filed with the U.S. Securities and Exchange Commission (SEC) today. The report also mentions that Tellurian filed a definitive proxy statement with the SEC on August 27, 2024, which is now subject to stockholder approval.
The proposed merger has not been without legal scrutiny. A lawsuit challenging the completeness and accuracy of the disclosures in the proxy statement has been filed by a purported stockholder. In response, Tellurian has provided additional disclosures to address these concerns, though they maintain that the claims are without merit.
The supplemental disclosures include clarifications such as the absence of "don't ask, don't waive" provisions in the merger agreements and the fact that the proposals from Woodside did not indicate retention of Tellurian management post-acquisition. Additionally, Lazard (NYSE:LAZ), the financial advisor for Tellurian, has provided further details on the weighted average cost of capital and the cost of equity used in their financial analysis.
Tellurian's leadership and certain executive officers will play a role in soliciting proxies from stockholders in favor of the merger. The definitive proxy statement, which stockholders are urged to read for detailed information, is available on the SEC's website and Tellurian's investor relations page.
In other recent news, Tellurian Inc. has updated its certificate of incorporation to include details of its Series C Convertible Preferred Stock, a move that rectifies a previous omission. The adjustment was administrative and does not affect the company's operations or financial standing. In another development, Tellurian has agreed to sell its Haynesville gas-producing assets to Aethon Energy for $260 million, slightly lower than the $280 million projected by analysts.
As part of the deal, Aethon Energy also agreed to a Heads of Agreement to purchase 2 million tons per annum of liquefied natural gas from Tellurian's Driftwood project. However, Stifel, maintaining a sell rating on Tellurian, expressed skepticism about the commercial significance of this agreement, citing historically low conversion rates from Heads of Agreement to Sales and Purchase Agreements.
The deal, set to finalize in the second quarter of 2024, is aimed at managing Tellurian's debt obligations and advancing the Driftwood project. Despite these developments, Stifel's assessment suggests that Tellurian's equity value remains significantly below its current trading price.
InvestingPro Insights
In light of Tellurian Inc.'s announcement of a definitive merger agreement with Woodside Energy Holdings, investors may find value in considering some key metrics and insights from InvestingPro. Tellurian has been trading at a high revenue valuation multiple, which could suggest investor optimism about the company's future prospects despite challenges. The company has experienced a strong return over the last three months, with a 51.44% price total return, and an even more impressive six-month price total return of 71.5%. This recent performance may reflect market sentiment regarding the potential benefits of the merger.
However, it's important to note that analysts predict a sales decline in the current year, and the company has not been profitable over the last twelve months, as indicated by a negative P/E ratio of -2.49. Tellurian's short-term obligations also exceed its liquid assets, which could pose a risk for the company's financial stability in the immediate future. Investors should be aware that Tellurian does not pay dividends, which means that any potential returns would be reliant on stock price appreciation.
For those interested in a deeper analysis, InvestingPro offers additional tips on Tellurian, providing a comprehensive outlook on the company's financial health and stock performance. With these insights, investors can make more informed decisions regarding the impact of the upcoming merger on their investment strategy.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.