Occidental
Petroleum Corporation (“Occidental” or “the Company”) (NYSE:OXY)
announced that on June 3, 2019 the U.S. Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with
respect to the pending acquisition of Anadarko Petroleum Corporation
(“Anadarko”) (NYSE:APC).
The termination of the waiting period under the HSR Act satisfies one of
the conditions to the closing of the pending acquisition, which remains
subject to other customary closing conditions, including approval from
Anadarko’s stockholders. The acquisition is expected to close in the
second half of 2019.
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. (“Total”), 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 transaction with Total
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190604005613/en/
Copyright Business Wire 2019
