Board Unanimously Recommends That Investors
Support Value-Enhancing Initiatives Underway at Occidental by
Taking No Action in Response to Icahn Materials
Occidental Petroleum Corporation (“Occidental” or “the Company”)
(NYSE: OXY) today mailed a letter to shareholders in connection
with definitive proxy materials it has filed with the Securities
and Exchange Commission (“SEC”) in response to materials filed by
Carl Icahn. The letter and other materials are available at
voteforoccidental.com.
Occidental is on a clear path to enhance value creation through
the pending acquisition of Anadarko Petroleum Corporation (NYSE:
APC) and the Company believes that its shareholders’ interests
would be best served by focusing on completion and integration of
that acquisition. Mr. Icahn's own statements demonstrate that he
does not understand or support the strategic and financial merits
of the acquisition, and the Occidental Board believes that his
Board nominees would interfere with the Company’s ability to
successfully integrate Anadarko’s valuable assets and deliver on
the promise of this acquisition at this critical juncture.
Occidental’s Board comprises ten highly qualified directors,
nine of whom are independent, and all of whom bring meaningful
expertise across a diverse range of backgrounds in areas key to the
Company’s business. Occidental does not believe that another
director election approximately ten weeks after the last one, in
the middle of completing and integrating a large and complex
acquisition, is in the best interests of Occidental or its
shareholders.
The Occidental Board of Directors unanimously recommends that
shareholders do NOT sign any written request sent to them by Mr.
Icahn or his affiliates.
The full text of the letter follows:
July 22, 2019
Dear Fellow Stockholder:
The Board of Directors and management team at
Occidental Petroleum Corporation (the “Company” or “Occidental”)
are committed to applying our proven operating model to build a
global energy leader with the scale and focus to deliver
significant value and returns to our stockholders. This letter
contains important information regarding your investment in
Occidental and an upcoming decision you will need to make regarding
your shares.
As you may be aware, Icahn Partners LP, Icahn
Partners Master Fund LP and High River Limited Partnership
(together with certain affiliated entities and persons, the
“Icahn Group”) recently became stockholders and accumulated
beneficial ownership of approximately 4.4% of Occidental’s common
stock, par value $0.20 per share (“Occidental Common
Stock”), on or after May 2, 2019.
The Icahn Group is now soliciting (the
“Icahn Group Solicitation”) your written request to demand
that the Board of Directors of Occidental (the “Board”) fix
a record date (the “Record Date”) for determining
stockholders entitled to act in a planned consent solicitation by
the Icahn Group to approve by written consent without a meeting
certain proposed actions. Such proposed actions include removing
four current Occidental directors and replacing them with four new
directors, two of whom are Carl Icahn’s employees, another of whom
was previously named to a board seat at Herbalife by Carl Icahn in
connection with a proxy contest and none of whom possess skills,
experience or expertise that are additive or superior to our
existing directors. We ask stockholders to carefully consider the
destabilizing impact that the Icahn Group Solicitation could have
on the long-term value of your shares.
The Board has unanimously determined that
fixing a Record Date for the Icahn Group’s planned consent
solicitation and the proposals the Icahn Group intends to ask
stockholders to act on are not in the best interests of Occidental
or its stockholders.
Occidental’s existing corporate governance
provides multiple avenues for stockholders to express their views;
however, we do not believe that another director election
approximately ten weeks after the last one is in the best interests
of Occidental or our stockholders. The Board believes that
stockholder interests would be best served by focusing on
completion of the pending acquisition by Occidental of Anadarko
Petroleum Corporation (“Anadarko”) and related transactions,
including planning for integration and continuing to execute
planned divestitures. We have made significant progress and expect
to complete the acquisition of Anadarko in the second half of 2019.
We expect the acquisition to deliver at least $3.5 billion annually
in cost and capital spending synergies, creating significant value
for our stockholders and providing scale, cash flow and financial
flexibility to support our commitment to maintaining and increasing
our dividend. Occidental has raised its annual dividend for 17
consecutive years, including a quarterly dividend increase to $0.79
per share declared on July 11.
Mr. Icahn’s own statements demonstrate
that he does not understand or support the strategic and financial
merits of the acquisition and we believe that his Board nominees
would interfere with our ability to successfully integrate
Anadarko’s valuable assets,execute our divestiture and deleveraging
plan and deliver on the full promise of this acquisition at this
critical juncture.
Occidental is committed to a strong,
independent Board, led by an independent chairman, that reflects an
appropriate balance of perspectives, skills and experiences to
drive enhanced value and returns for our stockholders. Our entire
Board is elected annually and comprises ten highly qualified
directors, nine of whom are independent, and all of whom bring
meaningful expertise across a diverse range of backgrounds in areas
key to our business. Our Board, and in particular the Corporate
Governance, Nominating and Social Responsibility Committee,
regularly evaluates Board composition, and our ongoing commitment
to Board refreshment is evidenced by the recent addition of Robert
M. Shearer to the Board. The Icahn Group’s nominees do not possess
skills, experience or expertise that are additive or superior to
our existing directors.
The Board has unanimously determined that
fixing a Record Date for the Icahn Group’s planned consent
solicitation and the proposals the Icahn Group intends to ask
stockholders to act on are not in the best interests of Occidental
or its stockholders. If, after careful consideration, you do not
wish to support the request to fix a Record Date, do NOT sign any
written request sent to you by the Icahn Group.
Whether or not you have previously
executed any written request sent to you by the Icahn Group, you
may sign, date and deliver the enclosed WHITE revocation card, or,
if you are a record holder of Occidental Common Stock, deliver your
revocation to the Company by following the instructions on
www.cesvote.com, as soon as possible to communicate that you do not
believe a request to fix a Record Date is necessary or to express
your opposition to the request to fix a Record Date.
Regardless of the number of shares of
Occidental Common Stock that you own, your views are important.
Thank you for your continued support and consideration.
Sincerely yours,
Vicki Hollub President and Chief Executive
Officer
Eugene L. Batchelder Chairman of the Board
BofA Merrill Lynch, Citi and M Klein and Company are acting as
Occidental’s financial advisors. Cravath, Swaine & Moore LLP is
serving as legal counsel.
About
Occidental
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
This communication contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to statements about Occidental’s expectations, beliefs, plans or
forecasts. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions, risks and
uncertainties, many of which involve factors or circumstances that
are beyond Occidental’s control. 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 and 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”). Additional factors related to the proposed
transaction between Occidental and Anadarko Petroleum Corporation
(“Anadarko”) appear in the definitive proxy statement/prospectus
that is a part of Occidental’s registration statement on Form S-4,
as amended, which was declared effective by the SEC on July 11,
2019 in connection with the proposed transaction between Occidental
and Anadarko.
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
communication 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.
Additional Information
and Where to Find It
Occidental has filed with the SEC a definitive consent
revocation solicitation statement on Schedule 14A and has mailed
such definitive consent revocation solicitation statement to
shareholders of Occidental. This communication is not a substitute
for any consent revocation solicitation statement or other document
that Occidental has filed or may file with the SEC in connection
with any solicitation by Occidental.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE CONSENT
REVOCATION SOLICITATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED BY OCCIDENTAL AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANY SOLICITATION. Investors and security holders may obtain copies
of these documents 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 are
also available free of charge by accessing Occidental’s website at
www.oxy.com.
Participants
Occidental, its directors and executive officers and other
members of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by
Occidental. Information about Occidental’s executive officers and
directors, and its ownership of Occidental by security holdings or
otherwise, 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, in its proxy statement for the 2019 Annual
Meeting which was filed with the SEC on March 28, 2019 and in its
Form 8-K which was filed with the SEC on July 15, 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. These documents are
available free of charge at the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190722005399/en/
Media: Melissa E. Schoeb 713-366-5615 melissa_schoeb@oxy.com or
Investors: Jeff Alvarez 713-215-7864 jeff_alvarez@oxy.com
Dan Burch MacKenzie Partners, Inc. 212-929-5748
dburch@mackenziepartners.com
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