Bhp Group Ltd · ASX:BHP
Bhp — Merger or Acquisition (April 2022)
20 slides from Bhp's merger presentation, Apr 8, 2022
Slide 1: Woodside and BHP Petroleum Merger
WOODSIDE AND BHP PETROLEUM MERGER 8 April 2022 www.woodside.com.au investor@woodside.com.au INVESTOR PRESENTATION
Slide 2: Disclaimer, important notes and assumptions
Disclaimer, important notes and assumptions Transaction and presentation of information on a pro forma, post-merger basis The proposed combination of Woodside Petroleum Ltd (“Woodside”) and BHP Group Limited’s (“BHP”) oil and gas business by an all-stock merger as outlined in this presentation (“Tra
Slide 3: Disclaimer, important notes and assumptions (continued)
Disclaimer, important notes and assumptions Forward looking statements (continued) You should be aware that those statements and any assumptions on which they are based are only opinions and are subject to inherent known and unknown risks and uncertainties, many of which are beyond the control of Wo
Slide 4: All-stock merger of Woodside and BHP Petroleum
All-stock merger of Woodside and BHP Petroleum Provides information on items of business to be considered at the Annual General Meeting Shareholder vote to approve the Merger 19 May 2022 Seek approval for the issue of shares Shareholder materials Explanatory Memorandum Independent Expert Report Targ
Slide 5: Transaction and distribution mechanics
Transaction and distribution mechanics The number of New Woodside Shares to be issued assumes that no additional Woodside Shares are issued in connection with a Permitted Equity Raise and no further declaration of Woodside Dividends will occur prior to Implementation. Based on last practicable date,
Slide 6: Merger strategic rationale
Merger strategic rationale PORTFOLIO QUALITY CASH GENERATION AND BALANCE SHEET SHAREHOLDER RETURNS AND CAPITAL DISCIPLINE DEVELOPMENT OPTIONALITY ENERGY TRANSITION LEADERSHIP SYNERGIES AND VALUE CREATION Strengthens cash generation and balance sheet Complementary, long-life, high margin assets Suppo
Slide 7: International asset portfolio
International asset portfolio Combined Woodside and BHP Petroleum total production for the 12 months to 31 December 2021. Excludes Algeria and Neptune production. Comprised of 53% BHP Petroleum production and 47% Woodside production. Top 10 global independent energy company by hydrocarbon production
Slide 8: Diversified, large-scale, low-risk portfolio
Oil and condensate (29%) LPG, NGLs and other natural gas (10%) LNG (46%) East coast Australia domestic gas (10%) Western Australia domestic gas (6%) Diversified, large-scale, low-risk portfolio Combined Woodside and BHP Petroleum for the 12 months to 31 December 2021. Excludes Algeria and Neptune pr
Slide 9: Strong reserves position and sustained production
Strong reserves position and sustained production Merged Group 2P and 2C volumes as at 31 December 2021. Excludes Algeria and Neptune volumes. For comparative purposes, Woodside stand-alone volumes as at 31 December 2021 include 2P reserves: 2,292 MMboe, 89% Gas and 11% Liquids and 2C resources: 6,5
Slide 10: Resilient cash flow profile
Resilient cash flow profile Pro forma basis is for 12 months to 31 December 2021. Ratings affirmed following announcement of the Merger (S&P, 28 October 2021; Moody’s, 15 December 2021). Profiles are indicative only, and are intended to provide an overall future profile for operating cash flow and f
Slide 11: Shareholder returns through continued capital discipline
Shareholder returns through continued capital discipline Payback refers to RFSU + X years. Target is for net equity Scope 1 and 2 greenhouse gas emissions, relative to a starting base of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and may be adjusted (up or
Slide 12: Focused growth opportunities competing for capital
Focused growth opportunities competing for capital Illustrative of the considerations. Not an exhaustive list. Explanatory Memorandum page 14 Gulf of Mexico tiebacks to existing infrastructure Oil opportunities Large longer-term LNG and pipeline gas New energy opportunities Such as hydrogen, ammonia
Slide 13: Increased capacity to navigate the energy transition
Increased capacity to navigate the energy transition Investment target assumes completion of the proposed merger with BHP’s petroleum business. Individual investment decisions are subject to Woodside’s investment hurdles. Not guidance. Target is for net equity Scope 1 and 2 greenhouse gas emissions,
Slide 14: Expected pre-tax annual synergies and value creation categories
Expected pre-tax annual synergies and value creation categories (real term 2022) Consolidate third party spend and rationalise information technology applications, licences and subscriptions Continue efficiency and cost reduction programs, consolidate operations and execute efficient practices acros
Slide 15: Risks and reasons not to vote for the Merger
Risks and reasons not to vote for the Merger Implementation will reduce Woodside Shareholders’ aggregate interest in Woodside’s assets from 100% to approximately 52% as a result of the issue of the new Woodside Shares, though Woodside Shareholders will gain exposure to BHP Petroleum’s assets Your pe
Slide 16: Merger strategic rationale
Merger strategic rationale PORTFOLIO QUALITY CASH GENERATION AND BALANCE SHEET SHAREHOLDER RETURNS AND CAPITAL DISCIPLINE DEVELOPMENT OPTIONALITY ENERGY TRANSITION LEADERSHIP SYNERGIES AND VALUE CREATION Strengthens cash generation and balance sheet Complementary, long-life, high margin assets Suppo
Slide 17: Additional information for US investors
Additional information for US investors Disclosure of reserve information and cautionary note to US investors Unless expressly stated otherwise, all estimates of oil and gas reserves and contingent resources disclosed in this presentation have been prepared using definitions and guidelines consisten
Slide 18: Notes to petroleum resource estimates
Notes to petroleum resource estimates Unless otherwise stated, all petroleum resource estimates in this presentation are expressed on a pro forma, post-merger basis as a combination of (by arithmetic summation): Woodside petroleum resource estimates sourced from, and quoted as at the balance date (i
Slide 19: Glossary
appendix Glossary $, $m, $B US dollar unless otherwise stated, millions of dollars, billions of dollars ADSs or American Depositary Shares American depositary shares A$, AUD Australian dollar ASX Australian Securities Exchange 2P Proved plus Probable reserves 2C Best Estimate of Contingent resources
Slide 20: No offer or solicitation
No offer or solicitation This communication relates to the proposed Transaction between Woodside and BHP. This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval wi