Western CEO says she's new to mergers and acquisitions and defends Anadarko's lawsuit



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(Bloomberg) – Vicki Hollub of Occidental Petroleum Corp. defended its $ 38 billion lawsuit with Anadarko Petroleum Corp. while she and eight other directors of the company had survived the shareholder vote that had turned into a proxy referendum on the deal.

Investors will not have the right to vote on the takeover of Anadarko – a point of contention for some – but they had their say at the board of the company Friday. Although all appointed directors were elected, the margin of vote, with approval between 70% and 82%, was exceptionally low.

Hollub spoke to shareholders at their annual meeting in Houston a few hours after signing an agreement on what is expected to be the largest acquisition of the oil industry in four years, after announcing the signing of competitor Chevron Corp. .

"We are the rightful owner" of Anadarko, Hollub said. "We will get more of these assets than any of our competitors."

His challenge lasted four weeks, during which his two-year quest to buy Anadarko went public after Chevron made his decision with a $ 33 billion merger deal. Occidental went on the offensive to break the deal with Chevron, presenting its own offer in cash and shares and persistent criticism as some investors wondered if the proposed deal would be too difficult financially.

Hollub appealed to Gulfstream V to meet Warren Buffett and get a $ 10 billion cash injection and obtain a $ 8.8 billion commitment from Total SA to buy unwanted assets after the Anadarko transaction completed. Occidental also obtained a $ 21.8 billion bridge loan from Bank of America Corp. and Citigroup Inc. to help fund the takeover, according to a document.

"I'm happy about Warren Buffett's presence," said Hollub, who met the billionaire for 90 minutes last month to negotiate the terms of the investment. "The moment was critical for us to get this deal when we did it."

Breakage fee

According to the terms of the final agreement announced Thursday night, Anadarko must pay a breakup fee of $ 1 billion when he withdraws. If Occidental goes away, he will have to pay Anadarko the $ 1 billion that Chevron received after the California oil giant withdrew from the war.

Although the proposed acquisition does not require formal shareholder approval, some investors, including T. Rowe Price Group Inc., have indicated that they will express their dissatisfaction by voting against the re-election of Hollub and other directors. Another sign of investor discomfort has been the approval at Friday's meeting of a proposal that will facilitate the convening by shareholders of a special meeting. The company objected to the measure.

Occidental shares extended their losses for the second day, losing 2.4% on Friday to reach their lowest level in 10 years. Hollub and his team are now under pressure for cost savings and promised savings of $ 3.5 billion.

M & A Dream Team

At the meeting on Friday, Hollub presented a 15-minute video on the company's achievements in 2018, addressing reporters sitting in the back of the conference room. "To the chagrin of our public relations department, I will drop the scenario here," she said.

"What you need to know is that I am an engineer: my experience in mergers and acquisitions is very limited," said the 59-year-old CEO, who has spent her entire career at Occidental.

She then presented her "dream team in mergers and acquisitions" by specifying her role in the transaction. Vice President Oscar Brown received a special mention for accompanying Hollub on his trips to Omaha and Paris to meet Buffett and Total executives, respectively.

Some parts of the media have "confused determination and despair," she said. "We approached this agreement in a position of strength."

To contact the reporters on this story: Kevin Crowley in Houston at [email protected]; Rachel Adams-Heard in Houston at [email protected]

To contact the editors in charge of this story: Simon Casey at [email protected], Joe Carroll

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