This proxy statement/prospectus is being provided to the Anadarko stockholders as part of a solicitation of proxies by the Anadarko Board for use at the special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement/prospectus provides Anadarko stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.
The special meeting of Anadarko stockholders will be held at The Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas, 77380, on August 8, 2019, at 8:00 a.m., local time. On or about July 11, 2019, Anadarko commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting.
Purpose of the Special Meeting
At the special meeting, Anadarko stockholders will be asked to consider and vote on the following:
| • | the merger proposal—a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 41 and 101, respectively; and |
| • | the merger-related compensation proposal—an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Anadarko’s named executive officers that is based on or otherwise related to the merger. |
Completion of the merger is conditioned on the approval of the merger proposal.
Recommendation of the Anadarko Board
At a special meeting held on May 9, 2019, the Anadarko Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Anadarko and the Anadarko stockholders, approved the merger agreement and the merger, and directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Anadarko stockholders. Accordingly, the Anadarko Board unanimously recommends that Anadarko stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.
Anadarko stockholders should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.
Record Date; Stockholders Entitled to Vote
Only holders of record of Anadarko common stock at the close of business on July 11, 2019, the record date, will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.
At the close of business on July 8, 2019, the most recent practicable date for which such information was available, there were 502,401,622 shares of Anadarko common stock outstanding and entitled to vote at the special meeting. The number of shares of Anadarko common stock outstanding and entitled to vote at the special meeting as of the record date is not expected to be meaningfully different from the number as of July 8, 2019. Each share of Anadarko common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. Anadarko stockholders may vote in person or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the special meeting.
A complete list of stockholders entitled to vote at the special meeting will be available for viewing by any Anadarko stockholder during ordinary business hours for a period of ten days before the meeting, for purposes pertaining to the special meeting, at Anadarko’s offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, and at the time and place of the special meeting during the full duration of the meeting.
Voting by Anadarko’s Directors and Executive Officers
At the close of business on July 8, 2019, the most recent practicable date for which such information was available, directors and executive officers of Anadarko and their respective affiliates owned and were entitled to vote 1,163,013 shares of Anadarko common stock, representing less than 1% of the shares of Anadarko common stock outstanding on that date. The number and percentage of shares of Anadarko common stock owned by directors and executive officers of Anadarko and their respective affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of July 8, 2019. Anadarko currently expects its directors and executive officers to vote their shares of Anadarko common stock in favor of each of the proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so.
The Anadarko by-laws require that the holders of a majority of the outstanding shares of Anadarko common stock entitled to vote at the special meeting be present in person or represented by proxy in order for the business of the special meeting to be transacted. Whether or not a quorum is present, the special meeting may be adjourned to allow additional time for obtaining additional proxies if the adjournment is approved by the chairman of the meeting or the holders of a majority of the outstanding shares of Anadarko common stock present in person or represented by proxy and entitled to vote at the meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless:
| • | the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting; or |
| • | a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, in which case a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. |
At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.
Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non-votes will not be counted for the purpose of determining the presence of a quorum.
The required votes to approve the proposals at the special meeting are as follows:
| • | The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon. Each share of Anadarko common stock outstanding on the record date of the special meeting is entitled to one vote on this proposal. Failures to vote, broker non-votes and abstentions will have the same effect as a vote cast “AGAINST” the approval of such proposal. |
| • | The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Each share of Anadarko common stock outstanding on the record date is entitled to one vote on this proposal. Failures to vote and broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); abstentions will have the same effect as a vote cast “AGAINST” the approval of this proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Anadarko or Occidental. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Anadarko’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal. |
Voting of Proxies by Holders of Record
How to Vote by Proxy if You are the Record Holder of Your Shares
If you were the record holder of your shares as of the record date, you may submit your proxy to vote by mail, by telephone or via the internet.
Voting via the Internet or by Telephone.
| • | Internet—To submit your proxy via the internet, go to www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on August 7, 2019. |
| • | Telephone—To submit your proxy by telephone, call 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on August 7, 2019. |
Voting by Mail. As an alternative to submitting your proxy via the internet or by telephone, you may submit your proxy by mail.
| • | Mail—To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: Anadarko Petroleum Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on August 7, 2019. |
How to Vote Your Shares if You are a “Street Name” Holder
If you hold your shares through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares.
General
Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility.
All properly signed proxies that are timely received and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the Anadarko Board. The proxy holders may use their discretion to vote on other matters that properly come before the special meeting.
Attendance at the Special Meeting and Voting in Person
Stockholders who wish to attend the special meeting will be required to present verification of ownership of Anadarko common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued photo identification, such as a driver’s license or passport, to gain admittance to the special meeting.
If you are a stockholder of record and plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. You must bring valid government-issued photo identification, such as a driver’s license or passport. Please note, however, that if you hold your shares of Anadarko common stock in street name, such as through a broker, bank or other nominee, and you wish to vote in person at the special meeting, you must bring to the special meeting a legal proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the special meeting.
No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.
Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:
| (1) | submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on August 7, 2019; |
| (2) | voting in person at the special meeting; |
| (3) | delivering, before 6:00 p.m. Eastern Time on August 7, 2019, to Anadarko’s Corporate Secretary at Anadarko’s executive offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, a proxy with a later date or a written revocation of your most recent proxy; or |
| (4) | giving a written revocation to the inspector of election at the special meeting. |
If you are a street name stockholder (for example, if your shares are held in the name of a bank, broker or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.
The Anadarko Board is soliciting proxies for the special meeting from its stockholders. Anadarko will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this proxy statement, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of Anadarko’s regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. Anadarko has retained Innisfree M&A Incorporated (“Innisfree”) and Morrow Sodali LLC (“Morrow”), two proxy solicitation firms, to assist in the solicitation of proxies for an estimated fee of approximately $50,000 and $75,000, respectively, plus reasonable out-of-pocket costs and expenses for the services of each firm. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of Anadarko common stock of record for beneficial owners for forwarding to such beneficial owners. Anadarko may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.
If you need assistance with voting via the internet, voting by telephone or completing your proxy card, or have questions regarding the special meeting, please contact Anadarko’s proxy solicitors at the following addresses and telephone numbers:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders in the U.S. and Canada may call toll free: (877) 456-3524
Stockholders in other locations may call direct: (412) 232-3651
Banks and brokers may call collect: (212) 750-5833
or
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Phone: (203) 658-9400
You may also contact Anadarko’s Investor Relations department at 832-636-1000 or investor@anadarko.com.
Your vote is very important regardless of the number of shares of Anadarko common stock that you own. Please submit a proxy to vote your shares via the internet, vote by telephone or sign, date and return a proxy card promptly so your shares can be represented, even if you plan to attend the special meeting in person.
Anadarko has appointed Broadridge to serve as the Inspector of Election for the special meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.
