Occidental Delivers Revised Proposal to Acquire Anadarko

$76.00 Per Share Offer – 78% Cash and 22% Stock

Increased Cash Portion of $59 Per Share Provides Significant
Immediate Value, Greater Closing Certainty and Enhanced Accretion

Petroleum Corporation
(“Occidental” or “the Company”) (NYSE:OXY)
delivered a letter to the Board of Directors of Anadarko Petroleum
Corporation (“Anadarko”) (NYSE:APC) setting forth the terms of a revised
and significantly enhanced superior proposal to acquire Anadarko for
$76.00 per share comprised of $59.00 in cash and 0.2934 shares of
Occidental common stock per share of Anadarko common stock.

The revised proposal, which has been unanimously approved by the
Occidental Board of Directors, represents a premium of approximately
23.3% to the $61.62 per share value of Chevron’s pending offer as of
market close on May 3, 2019.

On April 29, 2019, Anadarko announced its Board of Directors had
determined that Occidental’s prior proposal, made on April 24, could
reasonably be expected to result in a “Superior Proposal”, and the two
companies have engaged since that determination.

We firmly believe that Occidental is uniquely positioned to drive
significant value and growth from Anadarko’s highly complementary asset
portfolio,” said Occidental President and CEO, Vicki Hollub. “This
combination will create a global energy leader with the scale and
geographic diversification to drive compelling returns to the
shareholders of both companies,” she added.

The financial support of Berkshire Hathaway as well as the agreement we
announced with Total allows us to delever our balance sheet while
focusing our integration efforts on the assets that will provide the
most value for us,” she continued.

Agreement to Sell Anadarko Assets to Total

In a separate release issued today, Occidental announced that, in
connection with the Company’s proposal to acquire Anadarko, it has
entered into a binding agreement to sell Anadarko’s Algeria, Ghana,
Mozambique and South Africa assets to Total S.A. (“Total”) (NYSE: TOT)
for $8.8 billion. Additional details regarding the agreement are
available in that release.

Letter to Anadarko

The following is a copy of the letter that Occidental delivered to
Anadarko’s Board of Directors:

Board of Directors
Anadarko Petroleum Corporation
c/o H.
Paulett Eberhart
and R. A. Walker

May 5, 2019

Members of the Anadarko Board of Directors:

We are pleased to
submit our revised proposal to acquire Anadarko for $76 per share,
comprised of $59 in cash and 0.2934 shares of Occidental common stock
per Anadarko share. Our Board of Directors has unanimously approved this
proposal and we are enclosing the merger agreement, attaching disclosure
schedules of Anadarko and Occidental, which we are prepared to sign,
together with a copy of our equity commitment from Berkshire Hathaway
and our debt commitment from BofA Merrill Lynch and Citi.

revised proposal represents a premium of approximately 23.3% to the
$61.62 per share value of Chevron’s offer as of Friday’s market close.
The significantly increased cash component provides value and closing
certainty and the equity component continues to provide your
shareholders an opportunity to participate in the value creation of this
exciting combination. Our revised proposal does not require an
Occidental shareholder vote, which has been repeatedly cited as the
explanation for why you previously chose Chevron’s $65 offer over our
$76 offer.

Anadarko announced on April 29 that the Board of
Directors of Anadarko had determined that our April 24 proposal of $76
comprised of $38 in cash and 0.6094 shares of Occidental common stock
per Anadarko share, could reasonably be expected to result in a
“Superior Proposal” as defined in your agreement with Chevron. We hope
that the Board of Directors of Anadarko will promptly declare our
revised and significantly enhanced proposal a “Superior Proposal,” so
that you can comply with your obligations under your existing merger
agreement and expeditiously secure this compelling value for Anadarko

Our revised proposal and merger agreement
represents our comprehensive response to all points that your counsel
has raised with ours over the course of the past week. Your counsel
communicated to ours on Thursday evening a request for three board seats
on the Occidental board. We believe our revised proposal, which is 78%
cash, does not support this and therefore we have not included such a
provision. The $1 billion breakup fee that resulted from your decision
to select a $65 merger rather than the $76 per share we offered three
weeks ago, will be borne by Occidental once we acquire Anadarko.

merger agreement does not contain any financing condition or, as noted
above, any Occidental shareholder approval condition, and we do not
anticipate any delay to completing the regulatory approval process. We
would expect to be in a position to close a transaction in the second
half of 2019. As you are aware, our financial advisors are BofA Merrill
Lynch and Citi, and our legal advisors are Cravath, Swaine & Moore LLP,
and we and they are available if you have any questions.

remain perplexed at your apparent resistance to obtaining far more value
for Anadarko shareholders which has been expressed clearly through our
interactions over the last week. As you know from our long-standing
interest, we firmly believe that Occidental is uniquely positioned to
create significant and sustainable growth and value from Anadarko’s
asset portfolio. We hope we can execute this merger agreement without
delay and proceed to bringing this exciting combination to fruition.


President and Chief Executive Officer
Petroleum Corporation

Conference Call

The Company will hold a conference call on Monday, May 6, 2019, at 8
a.m. Eastern/7 a.m. Central. The conference call may be accessed by
calling 1-866-871-6512 (international callers dial 1-412-317-5417) or
via webcast at oxy.com/investors. A recording of the webcast will be
posted on the Investor Relations section of the website within several
hours after the call is completed.


BofA Merrill Lynch and Citi are acting as Occidental’s financial
advisors. Cravath, Swaine & Moore LLP is providing legal counsel to

About 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 transaction
between Occidental and 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: the ultimate outcome
of any possible transaction between Occidental and Anadarko, including
the possibility that Anadarko will reject the proposed transaction with
Occidental or that the terms of any definitive agreement will be
materially different from those described above; uncertainties as to
whether Anadarko will cooperate with Occidental regarding the proposed
transaction; Occidental’s ability to consummate the proposed transaction
with Anadarko or the proposed transactions 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 transactions 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 transactions contemplated by the
binding agreement with Total; Occidental’s ability to meet expectations
regarding the timing, completion and accounting and tax treatments of
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”).

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

This press release relates to a proposal which Occidental has made for
an acquisition of Anadarko. In furtherance of this proposal and subject
to future developments, Occidental (and, if a negotiated transaction is
agreed, Anadarko) may file one or more registration statements, proxy
statements, tender offer statements or other documents with the SEC.
This press release is not a substitute for any proxy statement,
registration statement, tender offer statement, prospectus or other
document Occidental and/or Anadarko may file with the SEC in connection
with the proposed transactions.

Any definitive proxy statement(s) or prospectus(es) (if and when
available) will be mailed to stockholders of Occidental and/or Anadarko,
as applicable. Investors and security holders will be able to obtain
copies of these documents (if and when available) and other documents
filed with the SEC by Occidental free of charge through the website
maintained by the SEC at www.sec.gov.
Copies of the documents filed by Occidental (if and when available) will
also be made available free of charge by accessing Occidental’s website
at www.oxy.com.


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 and its 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
transactions. 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. Additional information regarding the interests of
such potential participants will be included in one or more registration
statements, proxy statements, tender offer statements or other documents
filed with the SEC if and when they become available. These documents
(if and when available) may be obtained free of charge from the SEC’s
website http://www.sec.gov.


Melissa E. Schoeb



MacKenzie Partners, Inc.
212-929-5748 or 516-429-2722

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