Occidental revises Anadarko takeover offer

Anadarko Petroleum has received a revised proposal from Occidental Petroleum under which Anadarko shareholders would receive $59.00 in cash and 0.2934 shares of Occidental common stock per share of Anadarko common stock.

Occidental’s revised proposal was received on Sunday, May 5, 2019.

As disclosed previously, Anadarko entered into a definitive merger agreement with Chevron on April 11, 2019.

Under the Chevron merger agreement, Chevron would acquire Anadarko in a transaction with consideration comprised of $16.25 in cash and 0.3869 of a share of Chevron common stock per share of Anadarko common stock.

According to Oxy’s statement on Sunday, its revised proposal represents a premium of approximately 23.3% to the $61.62 per share value of Chevron’s pending offer as of market close on May 3, 2019.

On April 29, 2019, Anadarko announced that it had resumed its earlier negotiations with Occidental after Anadarko’s board of directors, following consultation with its financial and legal advisors, unanimously determined that a prior unsolicited proposal from Occidental received on April 24, 2019 to acquire Anadarko for $38.00 in cash and 0.6094 of a share of Occidental common stock could reasonably be expected to result in a “Superior Proposal” as defined in the Chevron merger agreement.

At the time, Anadarko announced that Occidental’s April 24 Proposal reflected significant improvement with respect to indicative value, terms and conditions, and closing certainty as compared to any previous proposal Occidental made to Anadarko.

Anadarko said on Sunday that its board of directors, management team and advisors had been actively engaged throughout the entirety of this process, both prior to and leading up to entering into the Chevron merger agreement, as well as since the board made the determination to resume negotiations with Occidental. These efforts have culminated in the revised proposal received on Sunday, which would deliver greater cash value than any prior Occidental proposal (including Occidental’s April 24 Proposal) and eliminates a closing condition relating to Occidental stockholder approval, Anadarko stated.

In accordance with the terms of the Chevron merger agreement, and in consultation with its financial and legal advisors, Anadarko said that its board of directors would carefully review Occidental’s revised proposal to determine the course of action that it believes is in the best interest of the company’s stockholders.

The Chevron merger agreement remains in effect and accordingly the Anadarko board reaffirms its existing recommendation of the transaction with Chevron at this time.

According to Anadarko, there can be no assurance that negotiations with Occidental will result in a transaction that is superior to the pending transaction with Chevron. Further, the terms of any agreed-upon transaction with Occidental may vary from those reflected in Occidental’s revised proposal.

It is worth reminding that billionaire Warren Buffett’s company Berkshire Hathaway has committed to invest $10 billion in Occidental Petroleum, subject to Oxy’s entering into and completing its proposed acquisition of rival Anadarko.

In related news, French Total has reached a binding agreement with Occidental to acquire Anadarko’s assets in Africa (Algeria, Ghana, Mozambique, South Africa) for a consideration of $8.8 billion in the event of a successful completion of Occidental’s ongoing bid for Anadarko.

Occidental President and CEO, Vicki Hollub, said: “The financial support of Berkshire Hathaway as well as the agreement we announced with Total allows us to delever our balance sheet while focusing our integration efforts on the assets that will provide the most value for us.”