Anadarko Petroleum Corporation (NYSE: APC) today confirmed that it has received a revised proposal ("Occidental's Revised Proposal") from Occidental Petroleum Corporation on May 5, 2019 under which Anadarko shareholders would receive $59.00 in cash and 0.2934 shares of Occidental common stock per share of Anadarko common stock.


Image: Aerial view of Anadarko Petroleum's headquarters in The Woodlands, Texas. Photo: courtesy of Trey Perry (talk)/Wikipedia.

As disclosed previously, Anadarko entered into a definitive merger agreement with Chevron Corporation on April 11, 2019 (the “Chevron Merger Agreement”). Under the Chevron Merger Agreement, Chevron would acquire Anadarko in a transaction with consideration comprised of $16.25 in cash and 0.3869 of a share of Chevron common stock per share of Anadarko common stock.

On April 29, 2019, Anadarko announced that it had resumed its earlier negotiations with Occidental after Anadarko’s board of directors, following consultation with its financial and legal advisors, unanimously determined that a prior unsolicited proposal from Occidental received on April 24, 2019 to acquire Anadarko for $38.00 in cash and 0.6094 of a share of Occidental common stock (“Occidental’s April 24 Proposal”) could reasonably be expected to result in a “Superior Proposal” as defined in the Chevron Merger Agreement. At the time, Anadarko announced that Occidental’s April 24 Proposal reflected significant improvement with respect to indicative value, terms and conditions, and closing certainty as compared to any previous proposal Occidental made to Anadarko.

Anadarko’s board of directors, management team and advisors have been actively engaged throughout the entirety of this process, both prior to and leading up to entering into the Chevron Merger Agreement, as well as since the board made the determination to resume negotiations with Occidental. These efforts have culminated in the revised proposal received today, which would deliver greater cash value than any prior Occidental proposal (including Occidental’s April 24 Proposal) and eliminates a closing condition relating to Occidental stockholder approval.

In accordance with the terms of the Chevron Merger Agreement, and in consultation with its financial and legal advisors, Anadarko’s board of directors will carefully review Occidental’s Revised Proposal to determine the course of action that it believes is in the best interest of the Company’s stockholders.

The Chevron Merger Agreement remains in effect and accordingly the Anadarko board reaffirms its existing recommendation of the transaction with Chevron at this time.

There can be no assurance that negotiations with Occidental will result in a transaction that is superior to the pending transaction with Chevron. Further, the terms of any agreed-upon transaction with Occidental may vary from those reflected in Occidental’s Revised Proposal.

Source: Company Press Release