Herbert Smith Freehills has advised Woodside Petroleum Ltd on the exit by Shell Energy Holdings Australia Limited, a subsidiary of Royal Dutch Shell plc, comprising:

• a selective buy-back of 78.3 million Woodside shares owned by Shell for total consideration of A$2.9 billion. The consideration is based on a price per share of A$36.49, representing a 14% discount to the volume weighted average price of Woodside shares over the five trading days before the announcement of the transaction, and

• an underwritten sell-down by Shell of a further 78.3 million shares at A$41.35 per share, for total consideration of A$3.2 billion.

The sell-down completed on 18 June 2014. The selective buy-back remains subject to approval by Woodside shareholders (excluding Shell and its associates) at a general meeting scheduled to take place in August 2014, an independent expert concluding that the transaction is fair and reasonable to Woodside shareholders (other than Shell and its associates), and consent under a number of Woodside’s facility agreements.

The Herbert Smith Freehills team was led by partners David Gray and Philippa Stone, supported by senior associates John Natal and James Sippe and lawyers Kenneth Lee and Ben Robinson. Nick Heggart, Richard Hendriks and Daniel Taborsky from Greenwoods & Freehills provided tax advice to Woodside.

David Gray said, ‘We are delighted to have continued our long-standing relationship with Woodside by advising on a corporate transaction of such strategic importance’.

Philippa Stone said, ‘We enjoyed working closely with the Woodside and Gresham teams to execute a deal that delivers significant value to remaining Woodside shareholders, including approximately 6% EPS accretion’.

Clifford Chance, whose team was led by Lance Sachs, advised Shell.

Gresham acted as financial adviser to Woodside, and Rothschild acted as financial adviser to Shell.