Anadarko Petroleum Corporation has announced that it intends to resume negotiations with Occidental Petroleum Corporation in response to Occidental's proposal to acquire Anadarko, which was announced by Occidental on April 24, 2019 (the "Occidental Proposal"). As disclosed previously, Anadarko entered into a definitive merger agreement with Chevron Corporation on April 11, 2019 (the "Chevron Merger Agreement").
Anadarko is resuming its earlier negotiations with Occidental because Anadarko's board of directors, following consultation with its financial and legal advisors, has unanimously determined that the Occidental Proposal could reasonably be expected to result in a "Superior Proposal" as defined in the Chevron Merger Agreement. The Occidental Proposal reflects significant improvement with respect to indicative value, terms and conditions, and closing certainty as compared to any previous proposal Occidental made to Anadarko. Under the Occidental Proposal, Occidental would acquire Anadarko in a transaction with consideration comprised of $38.00 in cash and 0.6094 of a share of Occidental common stock per share of Anadarko common stock.
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.
The Anadarko board's determination allows Anadarko to resume negotiations with Occidental in accordance with the Chevron Merger Agreement. The Chevron Merger Agreement remains in effect and accordingly the Anadarko board reaffirms its existing recommendation of the transaction with Chevron at this time.
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 transaction with Occidental may vary from those reflected in the Occidental Proposal.
Evercore and Goldman Sachs & Co. LLC are acting as financial advisors to Anadarko. Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Anadarko.
