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Occidental revises bid for Anadarko in buyout battle with Chevron, offers mostly cash

Key Points
  • Occidental Petroleum submitted a revised buyout offer to Anadarko Petroleum, offering 78% cash and 22% stock rather than a 50-50 split.
  • Occidental is trying to derail Chevron's agreement to buy Anadarko, which is structured as a 75% stock and 25% cash deal.
  • The revised offer creates immediate value for Anadarko shareholders and increases the chances of closing a deal, Occidental says.
Vicki Hollub, CEO, Occidental Petroleum
Mary Catherine Wellons | CNBC

Occidental Petroleum on Sunday put a revised buyout offer in front of Anadarko Petroleum, offering to pay shareholders in mostly cash as it seeks to derail Chevron's acquisition of the international oil and gas driller.

Occidental is still offering to buy Anadarko for $76 a share but would now pay 78% in cash and 22% in stock. The $57 billion transaction was initially structured as a 50-50 cash-and-stock deal when Occidental first made its public bid for Anadarko nearly two weeks ago.

Anadarko agreed to sell its business to Chevron last month for $65 a share in a 75% stock and 25% cash deal worth $50 billion including debt. Anadarko's board of directors resumed negotiations with Occidental last week after determining the rival bid could be superior to Chevron's offer.

Occidental says the revised offer creates immediate value and makes it more certain the deal will close.

VIDEO3:0103:01
Analysts debate whether Chevron or Occidental will win Anadarko bidding war

By offering more cash, Occidental will no longer have to seek approval from shareholders to purchase Anadarko. The risk of Occidental shareholders voting down the purchase created uncertainty that Occidental's management could bring the buyout over the finish line.

"Our revised proposal and merger agreement represents our comprehensive response to all points that your counsel has raised with ours over the course of the past week," Occidental CEO Vicki Hollub said in a letter to Anadarko's board of directors.

Hollub revealed in the letter that counsel for Anadarko's board requested three seats on Occidental's board of directors. Occidental's new offer does not include that provision because the improved bid does not warrant giving up the three seats, she said.

Earlier on Sunday, Occidental announced it had reached a deal to sell Anadarko's African assets to French oil major Total for $8.8 billion. That would achieve most of Occidental's goal of divesting $10 billion to $15 billion in assets as part of the buyout.

The announcement followed a commitment by Warren Buffett's Berkshire Hathaway last week to invest $10 billion in Occidental to help fund the Anadarko buyout. Some investors and analysts, including CNBC's Jim Cramer, have criticized the sale of preferred stock to Berkshire because it comes with a steep 8% annual dividend.

VIDEO1:0301:03
Cramer Remix: Occidental Petroleum's deal with Buffett is ill-advised

Both the divestment and Buffett's investment are contingent on Occidental closing the deal and would underwrite the cash component of the driller's bid.

"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," Hollub said in a press release.

Following the proposed sales to Total, Occidental would control Anadarko's assets in U.S. shale basins, the Gulf of Mexico and South America. Occidental is focused on the shale acreage, particularly Anadarko's position in the Permian Basin, the top U.S. shale field stretching across western Texas and southeastern New Mexico.

Chevron also considers the Permian assets the crown jewel of Anadarko's portfolio, but its Gulf of Mexico position also overlaps with Anadarko's deepwater assets. Chevron, a major player in liquefied natural gas, would likely retain Anadarko's LNG project in Mozambique in southern Africa.