Opinion of Goldman Sachs & Co. LLC
At a meeting of the Anadarko Board, Goldman Sachs rendered to the Anadarko Board its oral opinion, subsequently confirmed by delivery of a written opinion, dated May 9, 2019, to the Anadarko Board, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than Occidental, Berkshire Hathaway and their respective affiliates) of shares of Anadarko common stock pursuant to the merger agreement was fair from a financial point of view to such holders.
The full text of the written opinion of Goldman Sachs, dated May 9, 2019, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/prospectus as Annex C. The summary of Goldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Anadarko Board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any Anadarko stockholder should vote with respect to the merger or any other matter.
In connection with delivering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:
| | • | annual reports to stockholders and Annual Reports on Form 10-K of Anadarko and Occidental for the five years ended December 31, 2018; |
| | • | certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Anadarko and Occidental; |
| | • | certain other communications from Anadarko and Occidental to their respective stockholders; |
| | • | certain publicly available research analyst reports for Anadarko and Occidental; |
| | • | certain internal financial analyses and forecasts for Occidental on a stand-alone basis (the “adjusted Occidental standalone forecast”) and on a pro forma basis giving effect to the merger (the “adjusted Occidental pro forma forecast” and, together with the “adjusted Occidental standalone forecast”, the “adjusted Occidental forecasts”), in each case, prepared by its management, as adjusted by the management of Anadarko and approved for Goldman Sachs’ use by Anadarko, including certain synergies projected by the management of Occidental to result from the merger, as adjusted by the management of Anadarko and approved for Goldman Sachs’ use by Anadarko (the “Synergies”) (as described in “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 74); and |
| | • | certain internal financial analyses and forecasts for Anadarko prepared by its management, as approved for Goldman Sachs’ use by Anadarko (the “Anadarko management forecast”) (as described in “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 74). |
Goldman Sachs also held discussions with members of the senior managements of Anadarko and Occidental regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of Occidental and with members of the senior management of Anadarko regarding their assessment of the past and current business operations, financial condition and future prospects of Anadarko; reviewed the reported price and trading activity for the shares of Anadarko common stock and the shares of Occidental common stock; compared certain financial and stock market information for Anadarko and Occidental with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the oil and gas exploration and production industry; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.
