CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Occidental and Anadarko, the combined businesses of Occidental and Anadarko and certain plans and objectives of Occidental and Anadarko with respect thereto, including statements about the merger and the Total transaction and the expected benefits of the transactions. These statements may be made directly in this proxy statement/prospectus or may be incorporated by reference to other documents and may include statements for the period after completion of the merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the following:
| • | the ability of Occidental and Anadarko to consummate the merger, including the ability to receive the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger) and approval by the Anadarko stockholders and to satisfy the other conditions to the closing of the merger on a timely basis or at all; |
| • | the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require Anadarko to pay or cause to be paid a termination fee of $1 billion to Occidental or under circumstances that might require Occidental to pay or cause to be paid a termination fee of $1 billion to Anadarko; |
| • | the possibility that the merger is delayed or does not occur; |
| • | Occidental’s ability to finance the merger, including completion of any contemplated debt financing or equity investment; |
| • | the possibility that the anticipated benefits from the merger cannot be realized in full or at all or may take longer to realize than expected, including risks associated with achieving expected synergies, cost savings, capital spending reductions and operating efficiencies from the merger; |
| • | negative effects of the announcement of Occidental’s proposal to acquire Anadarko or the announcement or completion of the merger on the market price of Occidental’s and/or Anadarko’s common stock, their respective financial performance and their respective ability to maintain relationships with suppliers and customers; |
| • | the risks related to Anadarko and Occidental being restricted in the operation of their respective businesses while the merger agreement is in effect; |
| • | risks relating to the value of Occidental’s shares to be issued in the merger, significant merger costs and/or unknown liabilities; |
| • | risks associated with third-party contracts containing change in control consent requirements and/or other provisions that may be triggered by the merger or the transactions; |
| • | risks associated with merger-related litigation or appraisal proceedings; |
| • | the ability of Occidental and Anadarko, or the combined company, to retain and hire key personnel; |
| • | future levels of capital spending; |
| • | Occidental’s indebtedness and other payment obligations, including the substantial indebtedness Occidental expects to incur in connection with the merger and the need to generate sufficient cash flows to service and repay such debt and to pay dividends on the series A preferred stock to be issued pursuant to the Berkshire Hathaway investment; |
| • | Occidental’s ability to consummate the Total transaction, including the ability to receive the required regulatory approvals; |
| • | the timing and scope of future repurchases of Occidental’s common stock, which may be suspended at any time due to a variety of factors, including the market price of Occidental’s shares, general market conditions, transaction-related restrictions, failure to pay dividends on or make required redemptions of the series A preferred stock and the level of other investing activities and uses of cash, including in connection with the merger; |
| • | changing crude oil, natural gas and NGL prices; |
| • | changing marketing and chemicals margins; |
| • | actions of competitors or regulators; |
| • | advances in the competitiveness of alternate-energy sources or product substitutes; |
| • | the timing of exploration expenses and crude oil liftings; |
| • | technological developments; |
| • | the results of operations and financial condition of the suppliers, vendors, partners and equity affiliates of Occidental, Anadarko or the combined company, particularly during extended periods of low prices for crude oil and natural gas; |
| • | the inability or failure of Occidental’s, Anadarko’s or the combined company’s joint-venture partners to fund their share of operations and development activities; |
| • | the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; |
| • | potential delays in the development, construction or start-up of planned projects; |
| • | the potential disruption or interruption of the operations of Occidental, Anadarko or the combined company due to natural or human causes beyond such company’s control, including crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries; |
| • | changing economic, regulatory and political environments in the various countries in which Occidental, Anadarko or the combined company operates; |
| • | the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; |
| • | significant operational, investment or product changes required by existing or future environmental statutes and regulations; |
| • | the potential liability resulting from pending or future litigation; |
| • | government-mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on the scope of company operations; |
| • | foreign currency movements compared with the U.S. dollar; and |
| • | other risk factors as detailed from time to time in Occidental’s and Anadarko’s reports filed with the SEC, including Occidental’s and Anadarko’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in, or incorporated by reference into, this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 32. See “Where You Can Find More Information” beginning on page 167. |
These forward-looking statements reflect Occidental’s and Anadarko’s current views with respect to future events and are based on numerous assumptions and assessments made by Occidental and Anadarko in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Occidental’s and Anadarko’s plans with respect to the merger, actual
results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. Neither Occidental nor Anadarko assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
