(Bloomberg) – Occidental Petroleum Corp.'s leadership has put together its $ 38 billion deal for Anadarko Petroleum Corp. in a job-preserving bid to stave off and takeover itself, according to activist investor Carl Icahn
Occidental Chief Executive Officer Vicki Hollub and Chairman Eugene Batchelder appear to have negotiated the "extremely risky" transaction because they were worried their oil and gas explorer was in the crosshairs of a potential buyer, Icahn said in a letter that will be sent to Occidental shareholders Monday.
"I believe that Hollub and Batchelder know what's good for them and their personal agenda but do not particularly care what's good for shareholders, "Icahn said in a letter, a copy of which was reviewed by Bloomberg. "With [Occidental] weakened and doing poorly, Hollub and Batchelder were afraid there would be a bid for the company that shareholders would accept."
The letter is Icahn's latest salvo in activist investor's attack on Occidental after it successfully outbid Chevron Corp. for Anadarko in May, striking the biggest deal in the oil industry for at least four years. Icahn, who owns a $ 1.7 billion stake in Occidental, has lambasted the funding for the deal and lack of a requirement for shareholder approval.
Occidental has urged shareholders not to support Icahn's efforts to replace four directors, arguing it's not in the best interest of shareholders. She was also nominated by Robert Shearer, formerly managing director at BlackRock Inc., to board earlier this month.
Holub pushed back against Icahn's nominees in her own letter to shareholders Monday, saying none of them possess "skills that are additive or superior to our existing directors." The deal, expected to close in the second half of the year, is forecast to deliver $ 3.5 billion in cost and capital-spending synergies, she said.
"Mr Icahn's own statements demonstrate that he does not understand or support the strategic and we believe that his board nominees would interfere with our ability to successfully integrate Anadarko's valuable assets, execute our divestiture and deleveraging plan and deliver on the full promise of this acquisition at this crucial milestone, "she said. 19659009] The back-and-forth comes less than a week after Icahn formally asked Occidental investors to help him replace four of his 10 directors and potentially push for a sale. Icahn had told Hollub several times over the past six weeks about his concerns over Anadarko deal, he said in a proxy filing last week
Icahn said in an interview on Bloomberg TV that he was trying to prevent Occidental from repeating mistakes similar to those it made negotiating the deal Anadarko. The Hollub could have arranged the financing for the deal months in advance but "panicked" when the need arises, he said.
"You need someone like us or a voice on that board to keep these people honest," Icahn said. "The board has made a deal that I think is ridiculous. They could panic again."
Hollub and Batchelder have an "egregious track record" despite being highly paid, Icahn said in the letter. The Occidental's board has "overturned" Anadarko's deal, negotiating it too quickly as it struck it to avoid a shareholder vote, he said.
Occidental's executives, with limited mergers and acquisitions, gave up too much in the $ 10 billion they struck with Warren Buffett's Berkshire Hathaway to outbid Chevron, Icahn said. Holger was "arogante" to think she could negotiate with Buffett, he said.
"Buffett literally took her to the cleaners," he said in the letter. "The Buffett deal was like taking a candy from a baby and amazingly even
Buffett will receive an 8% return on his preferred shares to finance the deal plus warrants to buy common shares, similar to the financier used before taking stakes in Bank of America Corp. and Goldman Sachs Group Inc. Icahn claimed that at least one large investor would know that he would have provided the financing without the warrants.
Icahn filed paperwork last week seeking support from 20% of Occidental shareholders, which would force the company to set Icahn would then request their written consent for the removal, which he described as a "long and costly" process
But he said the change was necessary given that the company's shares fell 33 percent since Hollub became CEO in April 2016 when oil was trading at $ 45 a barrel, underperforming its peers over the same period of time. He said these declines came despite a 25% increase in oil prices in the same time frame. The company has also lost $ 12 billion in market value since its interest in buying Anadarko was first reported
Occidental fell 0.3% to $ 52.15 at 2:09 pm in New York trading, giving the company a market value of about $ 39 billion.
(Updates with Icahn's comments in paragraph nine, share price in the final paragraph.)
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