COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
On April 11, 2019, the last trading day before Anadarko announced it had entered into a merger agreement with Chevron Corporation, which merger agreement was subsequently terminated by Anadarko, the closing sale price per share of Occidental common stock was $67.18 and the closing sale price per share of Anadarko common stock was $46.80, in each case on the NYSE. On May 3, 2019, the last trading day before the public announcement of Occidental’s final proposal to acquire Anadarko, the closing sale price per share of Occidental common stock was $57.95 and the closing sale price per share of Anadarko common stock was $72.72, in each case on the NYSE. On May 8, 2019, the last trading day before the public announcement of the merger, the closing sale price per share of Occidental common stock was $60.21 and the closing sale price per share of Anadarko common stock was $75.86, in each case on the NYSE. On July 8, 2019, the latest practicable date before the date of this proxy statement/prospectus, the closing sale price per share of Occidental common stock was $49.30 and the closing sale price per share of Anadarko common stock was $70.91, in each case on the NYSE. The table below sets forth the equivalent market value per share of Anadarko common stock on April 11, 2019, May 3, 2019, May 8, 2019 and July 8, 2019, as determined by multiplying the closing prices of shares of Occidental common stock on those dates by the exchange ratio of 0.2934 and adding the cash portion of the merger consideration of $59.00 per share, without interest.
Occidental Common Stock |
Anadarko Common Stock |
Implied Per Share Value of Merger Consideration |
|||||||
April 11, 2019 |
$ | 67.18 | $ | 46.80 | $ | 78.71 | |||
May 3, 2019 |
$ | 57.95 | $ | 72.72 | $ | 76.00 | |||
May 8, 2019 |
$ | 60.21 | $ | 75.86 | $ | 76.67 | |||
July 8, 2019 |
$ | 49.30 | $ | 70.91 | $ | 73.46 | |||
The market prices of Occidental common stock and Anadarko common stock have fluctuated since the dates set forth above and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the special meeting and the date the merger is completed and thereafter. No assurance can be given concerning the market prices of Occidental common stock or Anadarko common stock before completion of the merger or Occidental common stock after completion of the merger. The exchange ratio is fixed (except for adjustments in limited circumstances pursuant to the merger agreement as described in the “The Merger Agreement—Merger Consideration—Share Cap Adjustment” beginning on page ) and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the merger, but the market price of Occidental common stock (and therefore the value of the merger consideration) when received by Anadarko stockholders after the merger is completed will depend on the closing price of Occidental common stock on the day such stockholders receive their shares of Occidental common stock pursuant to the merger agreement. Such market price could be greater than, less than or the same as shown in the table above. Accordingly, Anadarko stockholders are advised to obtain current market quotations for Occidental common stock and Anadarko common stock in deciding whether to vote for adoption of the merger agreement.
Occidental currently pays a quarterly dividend on shares of Occidental common stock and last paid a dividend on April 15, 2019 of $0.78 per share. On May 9, 2019, Occidental announced a dividend of $0.78 per share, to be paid on July 15, 2019 to Occidental stockholders of record as of June 10, 2019. On July 11, 2019, Occidental announced a dividend of $0.79 per share, to be paid on October 15, 2019 to Occidental stockholders of record as of September 10, 2019. Under the terms of the merger agreement, during the period before completion of the merger, Occidental is not permitted to declare, set aside or pay any dividend or other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice, including increases in such dividends consistent with past practice, and in any event will not include any special dividend.
Anadarko currently pays a quarterly dividend on shares of Anadarko common stock and last paid a dividend on March 27, 2019 of $0.30 per share to stockholders of record at the close of business on March 13, 2019. On May 15, 2019, Anadarko announced a dividend of $0.30 per share, which was paid on June 26, 2019 to
Anadarko stockholders of record as of June 12, 2019. Under the terms of the merger agreement, during the period before completion of the merger, Anadarko is not permitted to declare, set aside or pay any dividend or other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice, which, (i) in the case of Anadarko, will not exceed $0.30 per share of Anadarko common stock per fiscal quarter and (ii) in the case of Western Midstream Partners, LP, may include increases to the extent consistent with financial guidance published prior to the date of the merger agreement, and in any case will not include any special dividend.
Furthermore, under the merger agreement, Occidental and Anadarko have agreed to coordinate with each other regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that Anadarko stockholders do not receive two dividends, or fail to receive one dividend, in any quarter with respect to shares of Anadarko common stock and the Occidental common stock that such holders receive in exchange therefor in the merger. Anadarko will ensure that the date on which any quarterly dividend is declared and the record date with respect to any quarterly dividend will be no later than five business days following the one-year anniversary of such dates for the corresponding quarter of the preceding year. In the quarter in which the closing of the merger occurs, if the record date of Occidental’s quarterly dividend has been declared and is a date prior to the effective time of the merger, then the quarterly dividend declaration date and record date of Anadarko must occur no later than such date as is necessary to ensure that holders of Anadarko common stock receive a quarterly dividend in accordance with the first sentence of this paragraph.
After completion of the merger, each former Anadarko stockholder who holds shares of Occidental common stock into which shares of Anadarko common stock have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of Occidental common stock with a record date on or after the completion of the merger. However, no dividend or other distribution having a record date after completion of the merger will actually be paid with respect to any shares of Occidental common stock into which shares of Anadarko common stock have been converted in connection with the merger until the certificates formerly representing shares of Anadarko common stock have been surrendered or the book-entry shares formerly representing shares of Anadarko common stock have been transferred to the exchange agent in accordance with the merger agreement, at which time any such accrued dividends and other distributions on those shares of Occidental common stock will be paid without interest. Subject to the limitations set forth in the merger agreement described above, any future dividends by Occidental will be made at the discretion of the Occidental Board. Subject to the limitations set forth in the merger agreement described above, any future dividends by Anadarko will be made at the discretion of the Anadarko Board. There can be no assurance that any future dividends will be declared or paid by Occidental or Anadarko or as to the amount or timing of those dividends, if any.
For more details regarding dividends, see “The Merger Agreement—Covenants and Agreements—Conduct of Business—Coordination of Dividends” beginning on page .
