Occidental Petroleum Recommends Shareholders Reject the Below-Market “Mini-Tender” Offer by TRC Capital Corporation
October 25 2017 - 9:00AM
Business Wire
Occidental Petroleum Corporation (NYSE:OXY) announced today that
it has received notice of an unsolicited “mini-tender” offer by TRC
Capital Corporation to purchase up to 2 million shares of
Occidental common stock, which represents approximately 0.26
percent of the shares outstanding as of the October 20, 2017, offer
date. Occidental does not endorse this unsolicited offer, has no
association with TRC Capital, its mini-tender offer or the
mini-tender offer documentation, and recommends that shareholders
do not tender their shares in response to the offer.
Occidental also cautions shareholders that TRC Capital’s
mini-tender offer has been made at a price below the market price
for Occidental shares. The offer price of $62.63 per share
represents a discount of approximately 4.34 percent lower than the
$65.47 closing share price of Occidental common stock on October
20, 2017 — the last trading day prior to the date of the offer.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers seek to acquire fewer than 5
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC) and other procedures mandated by U.S.
securities laws that apply to offers for more than 5 percent of a
company’s shares outstanding. As a result, mini-tender offers do
not provide investors with the same level of protections as
provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm.
Occidental urges investors to obtain current market quotations
for their shares, to consult with their brokers or financial
advisors and to exercise caution with respect to TRC Capital’s
offer. Occidental recommends that shareholders who have not
responded to TRC Capital’s offer take no action. Shareholders who
have already tendered their shares may withdraw them at any time
prior to the expiration of the offer by providing written notice
described in TRC Capital’s offering documents. The offer is
currently scheduled to expire at 12:01 a.m. New York City time on
Tuesday, November 21, 2017. TRC Capital may extend the offering
period at its discretion.
Occidental encourages brokers and dealers, as well as other
market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Occidental requests that brokers and dealers include a copy of this
news release with all distributions of materials relating to TRC
Capital’s mini-tender offer related to Occidental shares of common
stock.
About Occidental
Petroleum
Occidental Petroleum Corporation 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 gathers, processes, transports, stores, purchases
and markets 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 www.oxy.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20171025005636/en/
Occidental Petroleum CorporationMedia:Melissa E.
Schoeb713-366-5615melissa_schoeb@oxy.comorInvestors:Richard A.
Jackson713-215-7235richard_jackson@oxy.comOn the web:
www.oxy.com
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