ConocoPhillips (NYSE:COP) and Origin Energy (ASX:ORG) today announced
their plan to create a long-term Australasian natural gas business
focused on coal bed methane production and liquefied natural gas (LNG)
processing and sales.
The transaction is conditioned upon approval from Australia’s
Foreign Investment Review Board and, if required as a result of an
outstanding offer from BG to purchase all outstanding shares of Origin
Energy stock, the approval of Origin Energy's shareholders. Under the
plan, ConocoPhillips would initially contribute US$5 billion to the
joint venture and would carry Origin Energy for their first AU$1.15
billion in joint venture expenses. ConocoPhillips would make up to four
additional payments of US$500 million to the joint venture based on
project milestones, for a total possible cash acquisition investment of
approximately US$8 billion at current exchange rates. As a result of
these investments, ConocoPhillips would receive 50 percent equity in
Origin Energy CSG Limited, which holds Origin Energy’s
Queensland, Australia, coal bed methane assets.
The 50/50 joint venture would be comprised of coal bed methane
development, operated by Origin Energy, and a liquefied natural gas
project, operated by ConocoPhillips. As planned, the joint venture would
market the LNG, primarily targeted to Asian markets, with ConocoPhillips
leading the marketing venture for the first 10 years. The joint venture
would be managed by a board of directors composed evenly of
ConocoPhillips and Origin Energy representatives. The project director
would be supplied by ConocoPhillips.
"With this investment, ConocoPhillips has
gained access to the leading coal bed methane resource in Australia,
comprising 8.1 million net acres. Moreover, the company has enhanced its
LNG position with the creation of an additional Australian LNG hub
serving Asia-Pacific markets. The joint venture leverages ConocoPhillips’
strengths and experience in project management, coal bed methane, and
LNG technology, operations and marketing,”
said Jim Mulva, ConocoPhillips’ Chairman and
Chief Executive Officer. "This joint venture
better balances ConocoPhillips’ oil and gas
resource mix. In addition, the company’s
long-term production growth is expected to benefit from a steady, secure
source of resource additions. We look forward to working closely with
Origin in delivering this valuable energy resource to customers.”
Origin’s Managing Director, Grant King, said, "ConocoPhillips’
investment gives confidence in the delivery of a coal bed methane-to-LNG
project. The joint venture combines Origin’s
extensive coal bed methane reserves and resources and operational
capabilities with ConocoPhillips’ proven LNG
and coal bed methane development and operating capabilities. We believe
the joint venture will deliver both companies with a strong and
competitive position in a rapidly growing market for LNG.”
Origin Energy estimates a gross resource base of 42 trillion cubic feet
(tcf) of coal bed methane, including 17 tcf of prospective resources,
located in the Bowen and Surat basins in Queensland. Based on this total
resource, the transaction value is $0.38 per mcf. Four or more LNG
trains, utilizing ConocoPhillips’ proprietary
Optimized CascadeSM LNG technology and each
processing an estimated nominal 3.5 million tons of LNG per year, are
anticipated. An estimated 20,500 wells are envisioned to supply both the
domestic gas market and the LNG development. The drilling and production
operations will be supported by gas gathering and centralized gas
processing and compression stations as well as dewatering and water
treatment facilities. Initial plans for a four-train development would
enable production of 23 tcf gross (11.4 tcf net) of the coal bed methane
resource, with significant upside potential. Based on the resources for
the four-train development plan, the transaction value is $0.70 per mcf
(net). ConocoPhillips anticipates peak production of 175,000 net barrels
of oil equivalent (BOE) per day in 2023, excluding effects of possible
reversions. Based on Origin Energy estimates as of June 30, 2008,
ConocoPhillips anticipates booking reserves of approximately 100 million
BOE from this project in 2008.
"This project builds on ConocoPhillips’
already strong portfolio of opportunities, and we expect it to provide
competitive income and cash flow per BOE. These high-quality,
long-lived, low-risk resources are expected to generate long-term cash
and earnings, benefiting the company’s
financial performance and enhancing shareholder value,”
said Mulva. "We anticipate no significant
change to our ongoing disciplined dividend, capital, operating and share
repurchase programs. Our debt-to-capital ratio is expected to remain in
our targeted range of 20-25 percent.”
The transaction, which is subject to the previously mentioned Australian
regulatory approval and possible approval of Origin Energy shareholders,
as well as other customary conditions, is expected to close in October
2008. All necessary transaction documents have been signed by
ConocoPhillips and Origin Energy, and both companies’
boards of directors have approved the transaction.
Credit Suisse acted as financial advisor, and Allens Arthur Robinson and
Wachtell, Lipton, Rosen & Katz acted as legal counsel for ConocoPhillips
on this transaction.
ConocoPhillips will provide additional information on its future
capital, operating and share repurchase plans in its 2009 capital budget
news release, expected in December 2008, and at its annual meeting with
the investment community, scheduled for March 12, 2009.
Origin is a leading Australasian integrated energy company with
interests in oil and gas production, merchant and contracted power
generation and energy retailing. It is the largest holder of proved and
probable gas reserves in eastern Australia, the largest owner and
developer of gas fired generation in Australia and the largest green
energy retailer in Australia. It also has significant investments in
renewable energy. For more information go to www.originenergy.com.au.
ConocoPhillips is an international, integrated energy company with
interests around the world. Headquartered in Houston, the company had
approximately 33,100 employees, $190 billion of assets, and $253 billion
of annualized revenues as of June 30, 2008. For more information, go to www.conocophillips.com.
NOTE TO INVESTMENT COMMUNITY
Origin Energy will conduct an investment community conference call
today, Sunday, September 7, at 8:30 p.m. Eastern. A Webcast of the
presentation with slides will be available in a listen-only mode to
individual investors, media and other interested parties on the Internet
at www.originenergy.com.au.
NOTE TO NEWS MEDIA
Origin Energy will conduct a media conference call today, Sunday,
September 7, at 10:00 p.m. Eastern. Those wishing to participate should
dial 800-701-269 (Australia) or 011 61 2 8823 6760 (all other locations)
approximately 5 minutes before the call; the password is Origin Energy.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE
HARBOR” PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended, which
are intended to be covered by the safe harbors created thereby. You can
identify our forward-looking statements by words such as "anticipates,”
"expects,”
"intends,”
"plans,”
"projects,”
"believes,”
"estimates,”
and similar expressions. Forward-looking statements relating to
ConocoPhillips’ operations are based on our
management’s expectations, estimates and
projections about ConocoPhillips and the petroleum industry in general
on the date these presentations were given. These statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Further,
certain forward-looking statements are based upon assumptions as to
future events that may not prove to be accurate. Therefore, actual
outcomes and results may differ materially from what is expressed or
forecast in such forward-looking statements.
Factors that could cause actual results or events to differ
materially include, but are not limited to, the approval of the
transaction by Origin Energy’s shareholders,
the ability of the parties to obtain necessary regulatory approvals,
each party’s ability to successfully operate
and finance the proposed joint ventures, crude oil and natural gas
prices; refining and marketing margins; potential failure to achieve,
and potential delays in achieving expected reserves or production levels
from existing and future oil and gas development projects due to
operating hazards, drilling risks, and the inherent uncertainties in
interpreting engineering data relating to underground accumulations of
oil and gas; unsuccessful exploratory drilling activities; lack of
exploration success; potential disruption or unexpected technical
difficulties in developing new products and manufacturing processes;
potential failure of new products to achieve acceptance in the market;
unexpected cost increases or technical difficulties in constructing or
modifying company manufacturing or refining facilities; unexpected
difficulties in manufacturing, transporting or refining synthetic crude
oil; international monetary conditions and exchange controls; potential
liability for remedial actions under existing or future environmental
regulations; potential liability resulting from pending or future
litigation; general domestic and international economic and political
conditions, as well as changes in tax and other laws applicable to each
party’s business. Other factors that could
cause actual results to differ materially from those described in the
forward-looking statements include other economic, business, competitive
and/or regulatory factors affecting ConocoPhillips’
business generally as set forth in ConocoPhillips’
filings with the Securities and Exchange Commission (SEC), including
their Form 10-K for the year ending December 31, 2007, as updated by
subsequent periodic reports on Form 10-Q and Form 8-K. ConocoPhillips is
under no obligation (and expressly disclaims any such obligation) to
update or alter its forward-looking statements, whether as a result of
new information, future events or otherwise.
Cautionary Note to U.S. Investors -- The SEC permits oil and
gas companies, in their filings with the SEC, to disclose only proved
reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible
under existing economic and operating conditions. The company uses
certain terms in this release, such as "gross
resource base” and "prospective
resources,” that the SEC's guidelines
strictly prohibit us from including in filings with the SEC. U.S.
investors are urged to consider closely the disclosures in the company’s
periodic filings with the SEC, available from the company at 600 North
Dairy Ashford Road, Houston, Texas 77079 and the company’s
Web site at www.conocophillips.com/investor/sec.
This information also can be obtained from the SEC by calling
1-800-SEC-0330.