HOUSTON, April 24, 2019
/PRNewswire/ -- Anadarko Petroleum Corporation (NYSE: APC)
today confirmed that it has received an unsolicited proposal from
Occidental Petroleum Corporation (NYSE: OXY) on April 24, 2019 under which Anadarko shareholders
would receive $38.00 in cash and
0.6094 shares of Occidental common stock for each share of Anadarko
common stock.
As previously announced on April 12,
2019, following unanimous approval from the Company's board
of directors, Anadarko entered into a definitive agreement (the
"Chevron Merger Agreement") with Chevron Corporation (NYSE: CVX)
under which a wholly owned subsidiary of Chevron would acquire all
of the outstanding shares of Anadarko in a stock and cash
transaction valued at $33 billion, or
$65 per share.
In accordance with the terms of the Chevron Merger Agreement,
and in consultation with its financial and legal advisors,
Anadarko's board of directors will carefully review Occidental's
proposal to determine the course of action that it believes is in
the best interest of the Company's stockholders. The Anadarko board
has not made any determination as to whether Occidental's proposal
constitutes, or could reasonably be expected to result in, a
superior proposal under the terms of the Chevron Merger Agreement.
The Anadarko board expects to respond to Occidental's proposal upon
completing its review, and accordingly reaffirms its existing
recommendation of the transaction with Chevron at this time.
Anadarko stockholders are advised to take no action at this
time.
Evercore and Goldman Sachs & Co. LLC are acting as financial
advisors to Anadarko. Wachtell, Lipton, Rosen & Katz is acting
as legal advisor to Anadarko.
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Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the potential transaction, Chevron
expects to file a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC") containing a preliminary
prospectus of Chevron that also constitutes a preliminary proxy
statement of Anadarko. After the registration statement is declared
effective Anadarko will mail a definitive proxy
statement/prospectus to stockholders of Anadarko. This
communication is not a substitute for the proxy
statement/prospectus or registration statement or for any other
document that Chevron or Anadarko may file with the SEC and send to
Anadarko's stockholders in connection with the potential
transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND ANADARKO
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the proxy statement/prospectus (when available) and
other documents filed with the SEC by Chevron or Anadarko through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by Chevron will be available free
of charge on Chevron's website at http://www.chevron.com/investors
and copies of the documents filed with the SEC by Anadarko will be
available free of charge on Anadarko's website at
http://investors.anadarko.com.
Chevron and Anadarko and certain of their respective directors,
certain of their respective executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction
under the rules of the SEC. Information about the directors and
executive officers of Chevron is set forth in its Annual Report on
Form 10-K for the year ended December 31,
2018, which was filed with the SEC on February 22, 2019, and its proxy statement for
its 2019 annual meeting of stockholders, which was filed with the
SEC on April 15, 2019. Information
about the directors and executive officers of Anadarko is set forth
in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC
on February 14, 2019, and its proxy
statement for its 2019 annual meeting of stockholders, which was
filed with the SEC on March 29, 2019.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of
such participants in the solicitation of proxies in respect of the
potential transaction will be included in the registration
statement and proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Anadarko believes that its expectations are based on reasonable
assumptions. No assurance, however, can be given that such
expectations will prove to have been correct. A number of factors
could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in
this news release, including regarding the proposed transaction.
These include the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the proposed
transaction that could reduce anticipated benefits or cause the
parties to abandon the proposed transaction, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, the possibility that
stockholders of Anadarko may not adopt the merger agreement, the
risk that the parties may not be able to satisfy the conditions to
the proposed transaction in a timely manner or at all, risks
related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of Anadarko's common stock or
Chevron's common stock, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any
litigation relating to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Anadarko or Chevron to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers, customers and other business relationships and on
their operating results and businesses generally, the risk the
pending proposed transaction could distract management of both
entities and they will incur substantial costs, the risk that
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that
the combined company may be unable to achieve synergies or other
anticipated benefits of the proposed transaction or it may take
longer than expected to achieve those synergies or benefits and
other important factors that could cause actual results to differ
materially from those projected. All such factors are difficult to
predict and are beyond Anadarko's control. Additional factors that
could cause results to differ materially from those described above
can be found in Anadarko's most recent Annual Report on Form 10-K,
as it may be updated from time to time by quarterly reports on Form
10-Q and current reports on Form 8-K all of which are available on
Anadarko's website at http://investors.anadarko.com/sec-filings and
on the SEC's website at http://www.sec.gov, and in Chevron's most
recent Annual Report on Form 10-K, as it may be updated from time
to time by quarterly reports on Form 10-Q and current reports on
Form 8-K all of which are available on Chevron's website at
https://www.chevron.com/investors/financial-information#secfilings
and on the SEC's website at http://www.sec.gov.
Anadarko Contacts
INVESTORS:
Mike Pearl, mike.pearl@anadarko.com,
832.636.3271
Andy Taylor, andy.taylor@anadarko.com, 832.636.3089
Jon VandenBrand, jon.vandenbrand@anadarko.com,
832.636.1007
MEDIA:
John
Christiansen, john.christiansen@anadarko.com, 832.636.8736
Stephanie Moreland, stephanie.moreland@anadarko.com,
832.636.2912
Joele Frank, Wilkinson Brimmer
Katcher
Matthew Sherman / Dan Katcher / Scott
Bisang / Matt Gross
212-355-4449
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SOURCE Anadarko Petroleum Corporation