Clock Now Ticking on Chevron’s Offer for Anadarko

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After markets closed Monday, the Anadarko Petroleum Corp. (NYSE: APC) announced that it had determined that the acquisition offer it had received on Sunday from Occidental Petroleum Corp. (NYSE: OXY) was a “superior proposal” to the offer the board already had approved from Chevron Corp. (NYSE: CVX). That decision gives Chevron four days to come up with a counteroffer.

With the ball now in its court, Chevron has to decide whether to boost its $33 billion offer of cash and stock for Anadarko to at least match Oxy’s $38 billion offer. Chevron’s original offer was based on 25% in cash and 75% in stock. Oxy’s first formal offer included half in cash and half in stock. Sunday’s revised offer from Oxy raised the cash portion of the proposal to 78%, or nearly $30 billion in cash, compared to about $19 billion in cash from Chevron.

As part of its latest offer, Oxy also removed a requirement that its own shareholders would have to approve the deal. Raising the cash portion of its bid freed Oxy from issuing new shares totaling more than an additional 20% of outstanding shares. By remaining below that level, a shareholder vote is not required by the New York Stock Exchange. Chevron’s original bid also did not require a shareholder vote.

That has not been terribly popular with some of the company’s large investors. T. Rowe Price Group, Oxy’s sixth largest shareholder, has indicated that it plans to vote against the deal. An executive with the brokerage firm told Reuters, “We don’t feel we have any choice. We really struggle to understand the logic of not putting a transformational deal to your shareholder base.”

Activist investor Carl Icahn also has been buying up Anadarko shares, and whether he will support the Oxy offer is unknown.

Oxy was able to raise the cash portion of its offer based on a $10 billion promise of cash from Berkshire Hathaway Inc. (NYSE: BRK-A), provided that Oxy wins the bidding for Anadarko. Berkshire Hathaway will receive preferred stock paying an annual dividend of 8% and the right to purchase 80 million shares of Anadarko. If the Oxy bid prevails, Berkshire Hathaway would become Oxy’s largest shareholder, with a stake of around 10% based on the number of outstanding shares today.

In addition, Oxy announced it had agreed to sell its assets in Africa to Total S.A. (NYSE: TOT) for $8.8 billion. Combined with Berkshire Hathaway’s promised cash, Oxy has raised more than 60% of the cash required to buy Anadarko in new (if expensive) money.

If Anadarko takes the offer from Oxy, it will have to pay a $1 billion breakup fee to Chevron.

Anadarko shares rose about 5.5% on Monday and traded nearly flat early Tuesday’ at $75.58. Oxy’s shares rose about 1.4% on Monday and traded up very marginally Tuesday morning.

Chevron shares added 1.7% on Monday and traded down 1.3% early Tuesday. For what it’s worth, when investors believe that a company is about to spend big bucks on an acquisition, the share price drops. The slight drop in Chevron shares may indicate that investors think the company will let Anadarko go. But it remains pretty much an even-money bet.


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