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/
Media:Melissa E.
Schoeb713-366-5615melissa_schoeb@oxy.comorInvestors:Jeff
Alvarez713-215-7864jeff_alvarez@oxy.com
Dan BurchMacKenzie Partners,
Inc.212-929-5748dburch@mackenziepartners.com
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