Merger, each outstanding share of common stock of Anadarko (subject to limited exceptions) will be converted into the right to receive $59.00 in cash (without interest) and 0.2934 of a share of Occidental Common Stock, subject to potential limited adjustments as specified in the Merger Agreement. We currently expect the Merger to be completed in the second half of 2019.
On May 10, 2019, Occidental held its 2019 Annual Meeting at which the Companys stockholders, among other things, (i) elected the nine director nominees proposed by the Board and (ii) approved a stockholder proposal recommending lowering the stock ownership threshold to call a special meeting of stockholders from 25% to 15%.
On May 20, 2019, Carl C. Icahn, who controls the Icahn Group, sent a letter to Occidental providing notice pursuant to the HSR Act of his intention to acquire more than $899.8 million but less than 25% of Occidentals voting securities.
On May 21, 2019, certain members of the Icahn Group (the
Icahn Complainants
) sent a demand letter to Occidental pursuant to Section 220 of the DGCL seeking certain corporate books and records of the Company with respect to, among other things, the Merger, the Berkshire Hathaway Investment, the Total Transaction and the Boards evaluation of strategic alternatives, including any consideration of selling Occidental instead of pursuing the Merger.
On May 28, 2019, Occidental sent a response letter to the Icahn Complainants acknowledging receipt of the Icahn Complainants demand pursuant to Section 220 of the DGCL and stating that Occidental was considering the demand and would contact the Icahn Complainants to discuss Occidentals position and response.
On May 30, 2019, the Icahn Complainants filed a complaint in the Court of Chancery of the State of Delaware, captioned
High River Ltd. Pship v. Occidental Petroleum Corp.
, C.A. No. 2019-0403-JRS, requesting that the Court permit them to inspect certain corporate books and records of Occidental (the
Icahn
Complaint
). In the complaint, the Icahn Complainants noted that they had accumulated over $1.6 billion of Occidental Common Stock.
Also on May 30, 2019, Occidental issued a statement affirming the Companys commitment to maximizing long-term value for all Occidental stockholders, and noting that the Company would respond to the Icahn Complaint in due course.
On June 3, 2019, the FTC granted early termination of the applicable waiting period under the HSR Act with respect to the Merger.
On June 7, 2019, in connection with the Merger, Occidental filed a preliminary registration statement on Form S-4 with the SEC containing a preliminary prospectus of Occidental that also constitutes a preliminary proxy statement of Anadarko.
On June 14, 2019, Occidental filed an answer to the Icahn Complaint in the Court of Chancery of the State of Delaware.
On June 24, 2019, Vicki Hollub, President and Chief Executive Officer of Occidental, and Mr. Icahn had a telephone call to discuss Mr. Icahns views on matters related to Occidental.
On June 26, 2019, the Icahn Group initially filed with the SEC preliminary proxy materials in order to solicit Written Requests to demand that the Board fix a Record Date.
Also on June 26, 2019, Occidental issued a press release affirming the Companys commitment to act in the best interests of Occidental stockholders and noting that the Company will review the materials filed by the Icahn Group.
On June 27, 2019, Ms. Hollub and other representatives of Occidental met with Mr. Icahn and several of his associates in New York to discuss Mr. Icahns views on matters related to Occidental.
On July 2, 2019, Occidental initially filed this preliminary Revocation Solicitation Statement with respect to the Icahn Group Solicitation.
On July 3, 2019 and July 6, 2019, Mr. Icahn and a representative of Occidental had telephone calls to discuss Mr. Icahns views on matters related to Occidental.