Occidental tweaks $38 billion Anadarko bid to remove shareholder vote

Industry:    2019-05-06

Occidental Petroleum Corp increased the cash component of its $38 billion bid to acquire Anadarko Petroleum Corp on Sunday, removing a requirement for any deal to receive the approval of Occidental’s shareholders.

The move means Occidental shareholders who oppose the bid, including T Rowe Price, will not get an opportunity to vote it down. It adds more certainty to the offer for Anadarko, but also risks the ire of billionaire investor Carl Icahn, who sources have said has been amassing a stake in Occidental to challenge its Anadarko offer.

Occidental is trying to convince Anadarko to accept its offer and abandon the agreed $33 billion sale to Chevron Corp.

Anadarko confirmed that it received the revised bid from Occidental and said its board will review the proposal.

The merger agreement with Chevron remains in effect, Anadarko said and reaffirmed its existing recommendation of the deal with Chevron at this time.

Earlier on Sunday, France’s Total SA said it has agreed with Occidental to buy the African assets of Anadarko for $8.8 billion, should the two U.S. oil and gas companies clinch a deal to combine. This removes the risk of Occidental not being able to shed Anadarko assets it considers non-core to the deal.

On Tuesday, Occidental also secured a $10 billion investment from Warren Buffet’s Berkshire Hathaway Inc in support of its bid for Anadarko. The terms of that deal were seen as particularly favorable to Buffett by analysts and investors.

Occidental submitted a new $76 per share offer to Anadarko on Sunday structured as 78 percent cash and 22 percent stock, as opposed to an even cash/stock split in its $76 per share offer previously.

This brought the number of Occidental shares required to fund the bid below the issuance threshold that would have triggered a vote on the deal by Occidental shareholders. Anadarko shareholders would still get to vote on the deal.

The bidding war for Anadarko underscores the value of its assets in the lucrative Permian Basin of West Texas and New Mexico. The vast shale field holds oil and gas deposits that can produce supplies for decades using low-cost drilling techniques.

“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,” Occidental Chief Executive Vicki Hollub said in a statement announcing the amended terms.

However, a request made on Thursday evening by Anadarko’s counsel for three board seats in the merged entity had not been granted, Occidental added.

On Tuesday, Occidental also secured a $10 billion investment from Warren Buffet’s Berkshire Hathaway Inc in support of its bid for Anadarko. The terms of that deal were seen as particularly favorable to Buffett by analysts and investors.

Occidental submitted a new $76 per share offer to Anadarko on Sunday structured as 78 percent cash and 22 percent stock, as opposed to an even cash/stock split in its $76 per share offer previously.

This brought the number of Occidental shares required to fund the bid below the issuance threshold that would have triggered a vote on the deal by Occidental shareholders. Anadarko shareholders would still get to vote on the deal.

The bidding war for Anadarko underscores the value of its assets in the lucrative Permian Basin of West Texas and New Mexico. The vast shale field holds oil and gas deposits that can produce supplies for decades using low-cost drilling techniques.

“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,” Occidental Chief Executive Vicki Hollub said in a statement announcing the amended terms.

However, a request made on Thursday evening by Anadarko’s counsel for three board seats in the merged entity had not been granted, Occidental added.

Adjusted profit fell to $631 million, or 84 cents per share, in the quarter ended March 31, from $708 million, or 92 cents per share, a year earlier.

Production rose 18 percent to 719,000 barrels of oil equivalent per day in the quarter, Occidental said.

Its Permian Resources unit saw output rising 47 percent year-over-year to 261,000 barrels of oil equivalent per day.

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