Occidental to Acquire Anadarko

Creates a $100+ Billion Global Energy Leader with 1.3 Million Boe/d
of Production to Drive Significant Value and Returns for Occidental and
Anadarko Shareholders

Expected to Be Accretive to Cash Flow and Free Cash Flow Year-One,
and Deliver $3.5 Billion of Free Cash Flow Improvement through $2.0
Billion of Annual Cost Synergies and $1.5 Billion of Annual Capital
Reductions

HOUSTON–(BUSINESS WIRE)–Occidental
Petroleum Corporation
(“Occidental” or “the Company”) (NYSE: OXY)
today entered into a definitive agreement whereby Occidental will
acquire Anadarko Petroleum Corporation (“Anadarko”) (NYSE: APC) for
$59.00 in cash and 0.2934 shares of Occidental common stock per share of
Anadarko common stock, in a transaction valued at $57 billion, including
the assumption of Anadarko’s debt.

This exciting transaction will create a global energy leader with a
world-class portfolio, proven operational capabilities and industry
leading free cash flow metrics,” said Vicki Hollub, President and Chief
Executive Officer of Occidental. “This transaction further establishes
Occidental as a premier operator in prolific global oil and gas regions
with the ability to deliver production growth of 5% through investment
in projects with industry-leading returns. With greater scale, an
unwavering focus on driving profitable growth, and our commitment to
growing our dividend, we are creating a unique platform to drive
meaningful shareholder value.”

The transaction provides compelling strategic and financial rationale
for all stakeholders as it:

  • Applies Occidental’s proven operational and technical excellence to
    Anadarko’s portfolio;
  • Enhances Permian leadership position of Occidental and bolsters
    portfolio with additional free cash flow generating assets;
  • Creates a global energy leader with enhanced scale and expertise to
    lead energy into a low carbon future;
  • Provides expected accretion year one, generating even stronger
    financial returns; and
  • Presents opportunities for high impact synergies and capital spending
    efficiency.

Total S.A. Transaction

As announced on May 5, 2019, Occidental has entered into a binding
agreement to sell Anadarko’s Algeria, Ghana, Mozambique and South Africa
assets to Total S.A. (“Total”) (NYSE: TOT) for $8.8 billion. The sale is
contingent upon Occidental completing its acquisition of Anadarko, and
would be expected to close simultaneously or as soon as reasonably
practicable afterwards.

Financing

Occidental expects to fund the cash portion of the consideration through
a combination of cash from its balance sheet and fully committed debt
and equity financing, including proceeds from the previously announced
$10 billion equity investment by Berkshire Hathaway, Inc. The
transaction is not subject to a financing condition.

Occidental is confident in its ability to realize the full potential of
the transaction while maintaining a strong balance sheet, investment
grade credit rating and its current dividend. Occidental expects to
reduce debt over the next 24 months through free cash flow growth,
realizing identified synergies and executing a planned portfolio
optimization strategy with $10-15 billion of divestitures over the next
12-24 months; $8.8 billion of which has already been agreed through the
transaction with Total.

Integration

Glenn Vangolen, Occidental’s Senior Vice President of Business Support,
will lead an integration team that will include representatives from
both Occidental and Anadarko.

Approvals and Timing

Occidental’s acquisition of Anadarko has been unanimously approved by
the Boards of both companies, and the Anadarko Board of Directors
unanimously recommends that Anadarko shareholders approve the
transaction with Occidental.

The transaction is expected to close in the second half of 2019 and is
subject to customary closing conditions, including approval from
Anadarko’s shareholders and the receipt of regulatory approvals.

Advisors

Bank of America Merrill Lynch and Citi are acting as Occidental’s
financial advisors. Cravath, Swaine & Moore LLP is serving as legal
counsel.

About Occidental

Occidental
is an international oil and gas exploration and production company with
operations in the United States, Middle East and Latin America.
Headquartered in Houston, Occidental is one of the largest U.S. oil and
gas companies, based on equity market capitalization. Occidental’s
midstream and marketing segment purchases, markets, gathers, processes,
transports and stores hydrocarbons and other commodities. The company’s
wholly owned subsidiary OxyChem manufactures and markets basic chemicals
and vinyls. Occidental posts or provides links to important information
on its website at oxy.com.

Forward Looking Statements

Any statements in this press release about Occidental’s expectations,
beliefs, plans or forecasts, including statements regarding the proposed
transaction between Occidental and Anadarko or the proposed sale of
Anadarko’s assets in Algeria, Ghana, Mozambique and South Africa to
Total S.A., benefits and synergies of the proposed transactions and
future opportunities for the combined company and products and
securities, that are not historical facts are forward-looking
statements. These statements are typically identified by words such as
“estimate,” “project,” “predict,” “will,” “would,” “should,” “could,”
“may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,”
“aim,” “goal,” “target,” “objective,” “likely” or similar expressions
that convey the prospective nature of events or outcomes.
Forward-looking statements involve estimates, expectations, projections,
goals, forecasts, assumptions, risks and uncertainties. Actual results
may differ from anticipated results, sometimes materially, and reported
or expected results should not be considered an indication of future
performance. Factors that could cause actual results to differ include,
but are not limited to: Occidental’s ability to consummate the proposed
transaction with Anadarko or the proposed transaction with Total; the
conditions to the completion of the proposed transactions, including the
receipt of Anadarko stockholder approval for the proposed transaction
between Occidental and Anadarko; that the regulatory approvals required
for the proposed transactions may not be obtained on the terms expected
or on the anticipated schedule or at all; Occidental’s ability to
finance the proposed transaction with Anadarko, including completion of
any contemplated equity investment; Occidental’s indebtedness, including
the substantial indebtedness Occidental expects to incur in connection
with the proposed transaction with Anadarko and the need to generate
sufficient cash flows to service and repay such debt; Occidental’s
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction contemplated by the
binding agreement with Total or the proposed transaction with Anadarko;
the possibility that Occidental may be unable to achieve expected
synergies and operating efficiencies within the expected time-frames or
at all and to successfully integrate Anadarko’s operations with those of
Occidental; that such integration may be more difficult, time-consuming
or costly than expected; that operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or suppliers) may be
greater than expected following the proposed transaction or the public
announcement of the proposed transaction; the retention of certain key
employees of Anadarko may be difficult; that Anadarko and Occidental are
subject to intense competition and increased competition is expected in
the future; general economic conditions that are less favorable than
expected. Additional risks that may affect Occidental’s results of
operations and financial position appear in Part I, Item 1A “Risk
Factors” of Occidental’s Annual Report on Form 10-K for the year ended
December 31, 2018, and in Occidental’s other filings with the U.S.
Securities and Exchange Commission (“SEC”). Additional risks that may
affect Anadarko’s results of operations appear in Part I, Item 1A “Risk
Factors” of Anadarko’s Annual Report on Form 10-K for the year ended
December 31, 2018, and in Anadarko’s other filings with the SEC.

Because the factors referred to above could cause actual results or
outcomes to differ materially from those expressed or implied in any
forward-looking statements, you should not place undue reliance on any
such forward-looking statements. Further, any forward-looking statement
speaks only as of the date of this press release and, unless legally
required, Occidental does not undertake any obligation to update any
forward-looking statement, as a result of new information, future events
or otherwise.

No Offer or Solicitation

This press release 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.

Additional Information and Where to Find It

In connection with the proposed transaction, Occidental will file with
the SEC a registration statement on Form S-4 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 press release is not a substitute for the
proxy statement/prospectus or registration statement or other document
Occidental and/or Anadarko may file with the SEC in connection with the
proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, REGISTRATION STATEMENT, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
OCCIDENTAL, ANADARKO AND THE PROPOSED TRANSACTION. Any definitive proxy
statement/prospectus (when available) will be mailed to stockholders of
Anadarko. Investors and security holders will be able to obtain copies
of these documents (when available) and other documents filed with the
SEC by Occidental and Anadarko free of charge through the website
maintained by the SEC at www.sec.gov.
Copies of the documents filed by Occidental and Anadarko (when
available) will also be available free of charge by accessing their
websites at www.oxy.com
and www.anadarko.com,
respectively.

Participants

This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, Occidental, Anadarko and their directors and executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information about Occidental’s executive officers
and directors is available in Occidental’s Annual Report on Form 10-K
for the year ended December 31, 2018, which was filed with the SEC on
February 21, 2019, and in its proxy statement for the 2019 Annual
Meeting which was filed with the SEC on March 28, 2019. To the extent
holdings of Occidental securities have changed since the amounts printed
in the proxy statement for the 2019 Annual Meeting, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information about Anadarko’s executive officers and
directors is available in Anadarko’s Annual Report on Form 10-K for the
year ended December 31, 2018, which was filed with the SEC on February
14, 2019, and in its proxy statement for the 2019 Annual Meeting which
was filed with the SEC on March 29, 2019. To the extent holdings of
Anadarko securities have changed since the amounts printed in the proxy
statement for the 2019 Annual Meeting, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the interests of such potential
participants will be included in the registration statement, proxy
statement/prospectus and other relevant documents filed with the SEC
when they become available. These documents will be available free of
charge from the sources indicated above.

Contacts

Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com

or

Investors:
Jeff
Alvarez
713-215-7864
jeff_alvarez@oxy.com

Dan
Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com

Occidental to Acquire Anadarko

Creates a $100+ Billion Global Energy Leader with 1.3 Million Boe/d
of Production to Drive Significant Value and Returns for Occidental and
Anadarko Shareholders

Expected to Be Accretive to Cash Flow and Free Cash Flow Year-One,
and Deliver $3.5 Billion of Free Cash Flow Improvement through $2.0
Billion of Annual Cost Synergies and $1.5 Billion of Annual Capital
Reductions

HOUSTON–(BUSINESS WIRE)–Occidental
Petroleum Corporation
(“Occidental” or “the Company”) (NYSE: OXY)
today entered into a definitive agreement whereby Occidental will
acquire Anadarko Petroleum Corporation (“Anadarko”) (NYSE: APC) for
$59.00 in cash and 0.2934 shares of Occidental common stock per share of
Anadarko common stock, in a transaction valued at $57 billion, including
the assumption of Anadarko’s debt.

This exciting transaction will create a global energy leader with a
world-class portfolio, proven operational capabilities and industry
leading free cash flow metrics,” said Vicki Hollub, President and Chief
Executive Officer of Occidental. “This transaction further establishes
Occidental as a premier operator in prolific global oil and gas regions
with the ability to deliver production growth of 5% through investment
in projects with industry-leading returns. With greater scale, an
unwavering focus on driving profitable growth, and our commitment to
growing our dividend, we are creating a unique platform to drive
meaningful shareholder value.”

The transaction provides compelling strategic and financial rationale
for all stakeholders as it:

  • Applies Occidental’s proven operational and technical excellence to
    Anadarko’s portfolio;
  • Enhances Permian leadership position of Occidental and bolsters
    portfolio with additional free cash flow generating assets;
  • Creates a global energy leader with enhanced scale and expertise to
    lead energy into a low carbon future;
  • Provides expected accretion year one, generating even stronger
    financial returns; and
  • Presents opportunities for high impact synergies and capital spending
    efficiency.

Total S.A. Transaction

As announced on May 5, 2019, Occidental has entered into a binding
agreement to sell Anadarko’s Algeria, Ghana, Mozambique and South Africa
assets to Total S.A. (“Total”) (NYSE: TOT) for $8.8 billion. The sale is
contingent upon Occidental completing its acquisition of Anadarko, and
would be expected to close simultaneously or as soon as reasonably
practicable afterwards.

Financing

Occidental expects to fund the cash portion of the consideration through
a combination of cash from its balance sheet and fully committed debt
and equity financing, including proceeds from the previously announced
$10 billion equity investment by Berkshire Hathaway, Inc. The
transaction is not subject to a financing condition.

Occidental is confident in its ability to realize the full potential of
the transaction while maintaining a strong balance sheet, investment
grade credit rating and its current dividend. Occidental expects to
reduce debt over the next 24 months through free cash flow growth,
realizing identified synergies and executing a planned portfolio
optimization strategy with $10-15 billion of divestitures over the next
12-24 months; $8.8 billion of which has already been agreed through the
transaction with Total.

Integration

Glenn Vangolen, Occidental’s Senior Vice President of Business Support,
will lead an integration team that will include representatives from
both Occidental and Anadarko.

Approvals and Timing

Occidental’s acquisition of Anadarko has been unanimously approved by
the Boards of both companies, and the Anadarko Board of Directors
unanimously recommends that Anadarko shareholders approve the
transaction with Occidental.

The transaction is expected to close in the second half of 2019 and is
subject to customary closing conditions, including approval from
Anadarko’s shareholders and the receipt of regulatory approvals.

Advisors

Bank of America Merrill Lynch and Citi are acting as Occidental’s
financial advisors. Cravath, Swaine & Moore LLP is serving as legal
counsel.

About Occidental

Occidental
is an international oil and gas exploration and production company with
operations in the United States, Middle East and Latin America.
Headquartered in Houston, Occidental is one of the largest U.S. oil and
gas companies, based on equity market capitalization. Occidental’s
midstream and marketing segment purchases, markets, gathers, processes,
transports and stores hydrocarbons and other commodities. The company’s
wholly owned subsidiary OxyChem manufactures and markets basic chemicals
and vinyls. Occidental posts or provides links to important information
on its website at oxy.com.

Forward Looking Statements

Any statements in this press release about Occidental’s expectations,
beliefs, plans or forecasts, including statements regarding the proposed
transaction between Occidental and Anadarko or the proposed sale of
Anadarko’s assets in Algeria, Ghana, Mozambique and South Africa to
Total S.A., benefits and synergies of the proposed transactions and
future opportunities for the combined company and products and
securities, that are not historical facts are forward-looking
statements. These statements are typically identified by words such as
“estimate,” “project,” “predict,” “will,” “would,” “should,” “could,”
“may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,”
“aim,” “goal,” “target,” “objective,” “likely” or similar expressions
that convey the prospective nature of events or outcomes.
Forward-looking statements involve estimates, expectations, projections,
goals, forecasts, assumptions, risks and uncertainties. Actual results
may differ from anticipated results, sometimes materially, and reported
or expected results should not be considered an indication of future
performance. Factors that could cause actual results to differ include,
but are not limited to: Occidental’s ability to consummate the proposed
transaction with Anadarko or the proposed transaction with Total; the
conditions to the completion of the proposed transactions, including the
receipt of Anadarko stockholder approval for the proposed transaction
between Occidental and Anadarko; that the regulatory approvals required
for the proposed transactions may not be obtained on the terms expected
or on the anticipated schedule or at all; Occidental’s ability to
finance the proposed transaction with Anadarko, including completion of
any contemplated equity investment; Occidental’s indebtedness, including
the substantial indebtedness Occidental expects to incur in connection
with the proposed transaction with Anadarko and the need to generate
sufficient cash flows to service and repay such debt; Occidental’s
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction contemplated by the
binding agreement with Total or the proposed transaction with Anadarko;
the possibility that Occidental may be unable to achieve expected
synergies and operating efficiencies within the expected time-frames or
at all and to successfully integrate Anadarko’s operations with those of
Occidental; that such integration may be more difficult, time-consuming
or costly than expected; that operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or suppliers) may be
greater than expected following the proposed transaction or the public
announcement of the proposed transaction; the retention of certain key
employees of Anadarko may be difficult; that Anadarko and Occidental are
subject to intense competition and increased competition is expected in
the future; general economic conditions that are less favorable than
expected. Additional risks that may affect Occidental’s results of
operations and financial position appear in Part I, Item 1A “Risk
Factors” of Occidental’s Annual Report on Form 10-K for the year ended
December 31, 2018, and in Occidental’s other filings with the U.S.
Securities and Exchange Commission (“SEC”). Additional risks that may
affect Anadarko’s results of operations appear in Part I, Item 1A “Risk
Factors” of Anadarko’s Annual Report on Form 10-K for the year ended
December 31, 2018, and in Anadarko’s other filings with the SEC.

Because the factors referred to above could cause actual results or
outcomes to differ materially from those expressed or implied in any
forward-looking statements, you should not place undue reliance on any
such forward-looking statements. Further, any forward-looking statement
speaks only as of the date of this press release and, unless legally
required, Occidental does not undertake any obligation to update any
forward-looking statement, as a result of new information, future events
or otherwise.

No Offer or Solicitation

This press release 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.

Additional Information and Where to Find It

In connection with the proposed transaction, Occidental will file with
the SEC a registration statement on Form S-4 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 press release is not a substitute for the
proxy statement/prospectus or registration statement or other document
Occidental and/or Anadarko may file with the SEC in connection with the
proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, REGISTRATION STATEMENT, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
OCCIDENTAL, ANADARKO AND THE PROPOSED TRANSACTION. Any definitive proxy
statement/prospectus (when available) will be mailed to stockholders of
Anadarko. Investors and security holders will be able to obtain copies
of these documents (when available) and other documents filed with the
SEC by Occidental and Anadarko free of charge through the website
maintained by the SEC at www.sec.gov.
Copies of the documents filed by Occidental and Anadarko (when
available) will also be available free of charge by accessing their
websites at www.oxy.com
and www.anadarko.com,
respectively.

Participants

This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, Occidental, Anadarko and their directors and executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information about Occidental’s executive officers
and directors is available in Occidental’s Annual Report on Form 10-K
for the year ended December 31, 2018, which was filed with the SEC on
February 21, 2019, and in its proxy statement for the 2019 Annual
Meeting which was filed with the SEC on March 28, 2019. To the extent
holdings of Occidental securities have changed since the amounts printed
in the proxy statement for the 2019 Annual Meeting, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information about Anadarko’s executive officers and
directors is available in Anadarko’s Annual Report on Form 10-K for the
year ended December 31, 2018, which was filed with the SEC on February
14, 2019, and in its proxy statement for the 2019 Annual Meeting which
was filed with the SEC on March 29, 2019. To the extent holdings of
Anadarko securities have changed since the amounts printed in the proxy
statement for the 2019 Annual Meeting, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the interests of such potential
participants will be included in the registration statement, proxy
statement/prospectus and other relevant documents filed with the SEC
when they become available. These documents will be available free of
charge from the sources indicated above.

Contacts

Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com

or

Investors:
Jeff
Alvarez
713-215-7864
jeff_alvarez@oxy.com

Dan
Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com

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