As previously disclosed, on April 11, 2019, Chevron Corporation (“
”) entered into an Agreement and Plan of Merger (the “
”) with Anadarko Petroleum Corporation (“
”), Justify Merger Sub 1 Inc., a direct, wholly-owned subsidiary of Chevron (“
Merger Subsidiary 1
”), and Justify Merger Sub 2 Inc., a direct, wholly-owned subsidiary of Chevron (“
Merger Subsidiary 2
”), which provided that, subject to the terms and conditions therein, Merger Subsidiary 1 would merge with and into Anadarko, with Anadarko surviving and continuing as the surviving corporation, and immediately thereafter Anadarko would be merged with and into Merger Subsidiary 2, with Merger Subsidiary 2 surviving as a direct, wholly-owned subsidiary of Chevron.
On May 9, 2019, Chevron announced that, under the terms of the Merger Agreement, it would not make a counterproposal to acquire all the outstanding shares of common stock of Anadarko. On May 9, 2019, Anadarko delivered to Chevron a written notice terminating the Merger Agreement in accordance with Section 9.1(f) of the Merger Agreement. As a result, following payment by Anadarko to Chevron of the termination fee of $1 billion in cash, the Merger Agreement was terminated on May 9, 2019.
The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K that was filed with the Securities and Exchange Commission by Chevron on April 16, 2019, and is incorporated by reference herein.