HOUSTON, May 9, 2019 /PRNewswire/ -- Anadarko
Petroleum Corporation (NYSE: APC) today announced that it has
entered into a definitive merger agreement with Occidental
Petroleum Corporation under which Occidental will acquire all of
the outstanding shares of Anadarko for consideration consisting of
$59.00 in cash and 0.2934 of a share
of Occidental common stock per share of Anadarko common stock.
Anadarko also announced that prior to entering into the merger
agreement with Occidental, the Company terminated its previously
announced merger agreement with Chevron Corporation (NYSE: CVX). In
accordance with the terms of that agreement, Anadarko has paid a
termination fee of $1 billion to
Chevron.
Al Walker, Chairman and Chief
Executive Officer of Anadarko, commented, "We are pleased to have
reached an agreement with Occidental that delivers significant,
near-term value to our shareholders. Anadarko's employees
have strategically assembled a premier portfolio of world-class
assets, and this transaction would not have been possible without
our board's leadership over the past several months. We are proud
of the substantial premium we have delivered to our shareholders
and look forward to working with Occidental to ensure a smooth
transition."
The transaction is expected to close in the second half of 2019,
subject to approval by Anadarko shareholders, regulatory approvals
and other customary closing conditions. Occidental has obtained
committed financing for the entire cash portion of the aggregate
transaction, and completion of the transaction will not require or
be conditioned upon the receipt of any vote or other approval by
Occidental's stockholders.
Goldman Sachs & Co. LLC, Evercore, and Jefferies 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, Occidental
expects to file a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC") containing a preliminary
prospectus of Occidental 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 Occidental or Anadarko may file with the SEC and send
to Anadarko's stockholders in connection with the potential
transaction. INVESTORS AND SECURITY HOLDERS OF OCCIDENTAL 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 Occidental or Anadarko
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Occidental will be
available free of charge on Occidental's website at
http://www.oxy.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.
Occidental 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 Occidental 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 21, 2019, and its proxy
statement for its 2019 annual meeting of stockholders, which was
filed with the SEC on March 28, 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 communication,
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
Occidental'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 Occidental 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 Occidental'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 Occidental's website at
http://www.oxy.com/investors and on the SEC's website at
http://www.sec.gov.
Anadarko Contacts
INVESTORS:
Mike Pearl, mike.pearl@anadarko.com, 832.636.3271
Kyle Deakins,
kyle.deakins@anadarko.com, 832.636.2354
Jon VandenBrand, jon.vandenbrand@anadarko.com,
832.636.1007
Arthur Crozier / Larry Miller
Innisfree M&A Incorporated
212-750-5833
MEDIA:
John Christiansen, john.christiansen@anadarko.com,
832.636.8736
Stephanie Moreland, stephanie.moreland@anadarko.com,
832.636.2912
Matthew Sherman / Dan Katcher / Scott
Bisang / Matt Gross
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Anadarko Petroleum Corporation