[Editor's note: This is developing story. This story was updated at 6:10 a.m. CDT. Check back for updates.]
Anadarko Petroleum Corp. today said that its board of directors has unanimously determined that the revised acquisition proposal it received from Occidental Petroleum on Sunday constitutes a “superior proposal.” With respect to its previously announced merger agreement with Chevron Corp., Anadarko said in a press release it notified Chevron of its board’s determination and it intends to terminate the Chevron merger agreement in order to enter into a definitive merger agreement with Occidental in connection with the revised Occidental proposal.
Anadarko said under the terms of the revised Occidental proposal, Occidental would acquire Anadarko for consideration consisting of $59 in cash and 0.2934 of a share of Occidental common stock per share of Anadarko common stock. Anadarko said Occidental has “obtained committed financing for the entire cash portion of the aggregate transaction consideration.” That includes an investment of up to $10 billion on April 30 from Warren Buffet’s Berkshire Hathaway Inc.
Occidental also announced an agreement to sell Anadarko’s African assets to Total SA for $8.8 billion.
“We look forward to Anadarko completing the next steps under its existing merger agreement and the prospect of executing our merger agreement with Anadarko to complete this exciting transaction,” Occidental said in a statement.
Anadarko said completion of the transaction will not require or be conditioned upon the receipt of any vote or other approval by Occidental's stockholders.
Some of Occidental’s largest shareholders expressed anger over the deal. T Rowe Price intends to vote against the re-election of Occidental’s entire board at Friday’s annual meeting, according to the Financial Times.
According to the press release, Chevron has the right, during the four business day period ending on May 10, 2019, which may be extended, to propose revisions to the terms of its agreement with Anadarko, or to make another proposal. Anadarko is required to, and will, make its representatives reasonably available to negotiate with Chevron during this period with respect to such proposed revisions or other proposal, if any, the company said in a press release.
If Anadarko terminates the Chevron agreement in order to enter into a definitive agreement with Occidental, Anadarko will pay Chevron a $1 billion termination fee. The Chevron merger agreement remains in effect unless and until terminated, and accordingly, Anadarko's board of directors reaffirms its existing recommendation of the transaction with Chevron at this time.
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