Dentons, led by Partner and Head of the PNG Office, Stephen Massa, advised Santos on all of the PNG aspects of the Santos all-scrip merger (through a PNG court approved scheme of arrangement) with Oil Search (a PNG company). This included advising on the involvement of, and interaction with, PNG courts, PNG capital market matters, regulatory (PNG Securities Commission and IPA), competition (ICCC), due diligence, and Santos’ PNGX listing (as an exempt foreign company).

Playing a critical role were Senior Partner Lady Winifred Kamit, Partners Erik Andersen, Steve Patrick, Don Robertson, Kym Livesley, Managing Associate Rachel Austin and Senior Associate Wavie Kendino, among numerous others in PNG, backed by an experienced support base to PNG in Australia.

The merger, which was successfully implemented on December 17, has created a regional champion of size and scale, with a market capitalisation of approximately AUD$22 billion.

Stephen Massa said “The transaction is another example of Dentons’ strong PNG expertise, working for high profile clients on strategically important deals. It also reflects Dentons unique culture of being in, and of, the communities in which we work and live.”

The Dentons team was led from its PNG office, and worked very closely with lawyers in Australia. Stephen Massa, Lady Winifred Kamit, Erik Andersen and Steve Patrick had the in country local experience, standing, and ability to talk directly to regulators and navigate the nuances of PNG.

Dentons formed a valuable relationship with HSF (Herbert Smith Freehills); both acting both for Santos, and took the lead role in steering the transaction through the competition regulatory regime and the PNG Securities Commission – approvals or exemptions had to be obtained from both prior to the deal being unconditional.

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