Chevron Announces Agreement to Acquire Anadarko – Business Wire

SAN RAMON, Calif.–()–Chevron Corporation (NYSE: CVX) equipped on the present time that it has entered into
a definitive agreement with Anadarko Petroleum Corporation (NYSE: APC)
to make all of the renowned shares of Anadarko in a stock and cash
transaction valued at $33 billion, or $Sixty five per section. According to Chevron’s
closing label on April eleven, 2019 and below the terms of the agreement,
Anadarko shareholders will receive zero.3869 shares of Chevron and $16.25
in cash for every Anadarko section. The full enterprise cost of the
transaction is $50 billion.

The acquisition of Anadarko will a great deal strengthen Chevron’s already
advantaged Upstream portfolio and further give a spend to its leading
positions in large, resplendent shale, deepwater and natural gasoline handy resource
basins. Furthermore, Western Midstream Companions, LP (NYSE: WES) is a
successful midstream firm whose resources are well aligned with the
blended companies’ upstream positions, which should composed extra strengthen
their economics and execution capabilities.

“This transaction builds strength on strength for Chevron,” talked about
Chevron’s Chairman and CEO Michael Wirth. “The combination of Anadarko’s
premier, excessive-quality resources with our advantaged portfolio strengthens
our leading space in the Permian, builds on our deepwater Gulf of
Mexico capabilities and can develop our LNG industry. It creates
resplendent enhance alternatives in areas that play to Chevron’s
operational strengths and underscores our commitment to short-cycle,
elevated-return investments.”

“This transaction will free up critical cost for shareholders,
generating anticipated annual depart-payment synergies of approximately $2
billion, and can be accretive to free cash drift and earnings one 365 days
after terminate,” Wirth concluded.

“The strategic combination of Chevron and Anadarko will have a stronger
and greater firm with world-class resources, of us and alternatives,”
talked about Anadarko Chairman and CEO Al Walker. “I in point of fact absorb large admire for
Mike and his leadership crew and acquire Chevron’s plan, scale and
operational capabilities will extra saunter up the associated price of Anadarko’s
resources.”

Transaction Benefits

  • Sturdy Strategic Match: Anadarko’s resources will strengthen Chevron’s
    portfolio at some stage in a diverse space of asset classes, at the side of:

    • Shale & Tight – The combination of the 2 companies
      will have a seventy five-mile-large hall at some stage in essentially the most attention-grabbing
      acreage in the Delaware basin, extending Chevron’s leading
      space as a producer in the Permian.
    • Deepwater – The combination will strengthen Chevron’s present
      excessive-margin space in the deepwater Gulf of Mexico (GOM), where
      it’s already a leading producer, and lengthen its deepwater
      infrastructure network.
    • LNG – Chevron will have another world-class handy resource inappropriate
      in Mozambique to attend rising LNG quiz. Location 1 is a in point of fact
      cost-competitive and well-ready greenfield mission terminate to
      major markets.
  • Foremost Working and Capital Synergies: The transaction is
    anticipated to make depart-payment cost synergies of $1 billion earlier than tax
    and capital spending reductions of $1 billion within a 365 days of closing.
  • Accretive to Free Money Drift and EPS: Chevron expects the
    transaction to be accretive to free cash drift and earnings per section
    one 365 days after closing, at $60 Brent.
  • Opportunity to Excessive-Grade Portfolio: Chevron plans to divest
    $15 to $20 billion of resources between 2020 and 2022. The proceeds will
    be aged to extra decrease debt and return extra cash to
    shareholders.
  • Increased Shareholder Returns: Due to the elevated anticipated
    free cash drift, Chevron plans to amplify its section repurchase payment
    from $Four billion to $5 billion per 365 days upon closing the transaction.

Transaction Particulars

The acquisition consideration is structured as seventy five percent stock and 25
percent cash, providing an overall cost of $Sixty five per section in step with the
closing label of Chevron stock on April eleven, 2019. In aggregate, upon
closing of the transaction, Chevron will topic approximately 200 million
shares of stock and pay approximately $8 billion in cash. Chevron will
additionally steal estimated safe debt of $15 billion. Total enterprise cost of
$50 billion entails the conclusion of safe debt and book cost of
non-controlling hobby.

The transaction has been licensed by the Boards of Directors of both
companies and is anticipated to terminate in the 2d 1/2 of the 365 days. The
acquisition is topic to Anadarko shareholder approval. It’s miles additionally
topic to regulatory approvals and other outdated skool closing conditions.

Upon closing, the Company will continue be led by Michael Wirth as
Chairman and CEO. Chevron will stay headquartered in San Ramon,
California.

Advisors

Credit score Suisse Securities (USA) LLC is performing as monetary consultant to
Chevron. Paul, Weiss, Rifkind, Wharton & Garrison LLP is performing as pleasant
consultant to Chevron. Evercore and Goldman Sachs & Co. LLC are performing as
monetary advisors to Anadarko. Wachtell, Lipton, Rosen & Katz and
Vinson & Elkins LLP are performing as pleasant advisors to Anadarko.

Conference Name

Chevron will behavior a convention call on Friday, April 12, 2019, at
8:30 a.m. ET to discuss in regards to the transaction.

A webcast of the discussion shall be accessible in a listen-simplest mode to
individual investors, media, and other events on Chevron’s
web establish at www.chevron.com
below the “Patrons” section, or by calling Toll-Free U.S. +1
866-219-7734
or Global +1 478-205-0666 and providing
the Conference ID 2864506. Extra materials shall be accessible
below “Occasions and Displays” in the “Patrons” section on the
Chevron web establish.

About Chevron

Chevron Corporation is one in all the sector’s leading constructed-in vitality
companies. Via its subsidiaries that behavior industry worldwide, the
firm is all for practically about each facet of the vitality alternate.
Chevron explores for, produces and transports indecent oil and natural gasoline;
refines, markets and distributes transportation fuels and lubricants;
manufactures and sells petrochemicals and additives; generates energy;
and develops and deploys technologies that strengthen industry cost in
each part of the firm’s operations. Chevron relies completely in San Ramon,
Calif. More files about Chevron is on the market at www.chevron.com.

About Anadarko

Anadarko Petroleum Corporation’s mission is to lift a competitive and
sustainable payment of return to shareholders by exploring for, procuring
and rising oil and natural gasoline sources a have to-have to the sector’s health
and welfare. As of 365 days-terminate 2018, the firm had 1.47 billion
barrels-identical of proved reserves, making it one in all the sector’s
valuable self reliant exploration and manufacturing companies. For further
files about Anadarko and APC Flash Feed updates, please seek recommendation from www.anadarko.com.

As aged in this files launch, the term “Chevron” and such terms as
“the firm,” “the corporate,” “our,” “we,” “us” and “its” might maybe well also fair refer
to Chevron Corporation, one or extra of its consolidated subsidiaries, or
to all of them taken as a complete. All of these terms are aged for
comfort simplest and are now not supposed as a staunch description of any of
the separate companies, each of which manages its dangle affairs.

Cautionary Assertion Referring to Forward-Taking a survey Statements

This communication contains forward-taking a survey statements within the
meaning of the Internal most Securities Litigation Reform Act of 1995, Allotment
27A of the Securities Act of 1933, as amended, and Allotment 21E of the
Securities Swap Act of 1934, as amended. These forward-taking a survey
statements veritably embody statements regarding the ability
transaction between Chevron Corporation (“Chevron”)
and Anadarko Petroleum Corporation (“Anadarko”),
at the side of any statements regarding the anticipated timetable for finishing
the ability transaction, the ability to total the ability
transaction, the anticipated advantages of the ability transaction
(at the side of anticipated annual working cost and capital synergies and
anticipated free cash drift accretion), the amplify of Chevron’s section
repurchase annual goal, projected monetary files, future
alternatives, and any other statements regarding Chevron’s and
Anadarko’s future expectations, beliefs, plans, wishes, results of
operations, monetary condition and cash flows, or future events or
efficiency. These statements are regularly, however now not repeatedly, made through
the usage of phrases or phrases similar to “anticipates,” “expects,” “intends,”
“plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “might maybe well also fair,” “might maybe well also,”
“should composed,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focal level,”
“on schedule,” “now on target,” “is slated,” “wishes,” “wishes,”
“suggestions,” “alternatives,” “poised” and identical expressions. All
such forward-taking a survey statements are in step with most up-to-date expectations of
Chevron’s and Anadarko’s administration and thanks to this truth own estimates and
assumptions that are topic to dangers, uncertainties and other factors
that might maybe well also cause staunch results to vary materially from the results
expressed in the statements. Key factors that might maybe well also cause staunch results
to vary materially from these projected in the forward-taking a survey
statements embody the ability to form the requisite Anadarko
stockholder approval; uncertainties as to the timing to consummate the
ability transaction; the risk that a condition to closing the
ability transaction might maybe well also fair now not be satisfied; the risk that regulatory
approvals are now not bought or are bought topic to conditions that
are now not anticipated by the events; the effects of disruption to
Chevron’s or Anadarko’s respective companies; the make of this
communication on Chevron’s or Anadarko’s stock prices; the effects of
alternate, market, economic, political or regulatory conditions outdoors
of Chevron’s or Anadarko’s alter; transaction prices; Chevron’s ability
to make the benefits from the proposed transaction, at the side of the
anticipated annual working cost and capital synergies; Chevron’s
ability to promptly, efficiently and successfully integrate got
operations into its dangle operations; unknown liabilities; and the
diversion of administration time on transaction-connected disorders. A host of
critical factors that might maybe well also cause staunch results to vary materially
from these in the forward-taking a survey statements are: altering indecent oil and
natural gasoline prices; altering refining, advertising and chemical substances margins;
Chevron’s ability to fancy anticipated cost savings and expenditure
reductions; actions of opponents or regulators; timing of exploration
prices; timing of indecent oil liftings; the competitiveness of
alternate-vitality sources or product substitutes; technological
trends; the results of operations and monetary condition of
Chevron’s suppliers, vendors, partners and equity associates,
particularly all over prolonged periods of low prices for indecent oil and
natural gasoline; the incapability or failure of Chevron’s joint-enterprise
partners to fund their section of operations and pattern activities;
the ability failure to make anticipated safe manufacturing from present
and future indecent oil and natural gasoline pattern projects; ability
delays in the pattern, building or originate up-up of planned projects;
the ability disruption or interruption of Chevron’s operations due to
battle, accidents, political events, civil unrest, severe climate, cyber
threats and terrorist acts, indecent oil manufacturing quotas or other actions
that might maybe well also fair be imposed by the Group of Petroleum Exporting
International locations, or other natural or human causes beyond Chevron’s alter;
altering economic, regulatory and political environments in the many
worldwide locations in which Chevron operates; standard domestic and global
economic and political conditions; the ability prison responsibility for remedial
actions or assessments below present or future environmental
regulations and litigation; critical operational, investment or
product changes required by present or future environmental statutes
and regulations, at the side of global agreements and national or
regional regulations and regulatory measures to limit or decrease
greenhouse gasoline emissions; the ability prison responsibility because of other
pending or future litigation; Chevron’s future acquisition or
disposition of resources or shares or the extend or failure of such
transactions to terminate in step with required closing conditions; the
ability for gains and losses from asset inclinations or impairments;
govt-mandated sales, divestitures, recapitalizations,
alternate-advise taxes, tariffs, sanctions, changes in fiscal terms or
restrictions on scope of firm operations; distant places forex actions
compared with the U.S. greenback; cloth reductions in corporate
liquidity and safe admission to to debt markets; the effects of modified accounting
principles below veritably permitted accounting suggestions promulgated by
rule-surroundings bodies; Chevron’s ability to call and mitigate the
dangers and hazards inherent in working in the worldwide vitality alternate;
and the factors space forth below the heading “Chance Components” on pages 18
through 21 of Chevron’s 2018 Annual Document on Make 10-K. A host of
unpredictable or unknown factors now not discussed in this communication
might maybe well also additionally absorb cloth detrimental effects on forward-taking a survey statements.
Chevron assumes no responsibility to change any forward-taking a survey statements,
aside from as required by regulations. Readers are cautioned now to now not space undue
reliance on these forward-taking a survey statements that discuss simplest as of the
date hereof.

Vital Data For Patrons And Stockholders

This communication doesn’t characterize an offer to sell or the
solicitation of an offer to retract any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
sooner than registration or qualification below the securities regulations of any
such jurisdiction. No offer of securities shall be made aside from by methodology
of a prospectus meeting the requirements of Allotment 10 of the Securities
Act of 1933, as amended. In reference to the ability transaction,
Chevron expects to file a registration observation on Make S-Four with the
Securities and Swap Commission (“SEC”)
containing a preliminary prospectus of Chevron that additionally constitutes a
preliminary proxy observation of Anadarko. After the registration
observation is declared efficient Anadarko will mail a definitive proxy
observation/prospectus to stockholders of Anadarko. This communication is
now not another choice to the proxy observation/prospectus or registration
observation or for any other doc that Chevron or Anadarko might maybe well also fair file
with the SEC and ship to Anadarko’s stockholders in reference to the
ability transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND
ANADARKO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Patrons and safety holders shall be ready to form free copies of the
proxy observation/prospectus (when accessible) and other paperwork filed
with the SEC by Chevron or Anadarko in the course of the safe establish maintained by
the SEC at
http://www.sec.gov.
Copies of the paperwork filed with the SEC by Chevron shall be accessible
free of cost on Chevron’s web establish at
http://www.chevron.com/investors
and copies of the paperwork filed with the SEC by Anadarko shall be
accessible free of cost on Anadarko’s web establish at
http://investors.anadarko.com.

Chevron and Anadarko and definite of their respective directors,
definite of their respective govt officers and other contributors of
administration and workers might maybe well also fair be belief of as participants in the
solicitation of proxies with admire to the ability transaction below
the principles of the SEC. Data in regards to the directors and govt
officers of Chevron is space forth in its Annual Document on Make 10-K for
the 365 days ended December 31, 2018, which turned into filed with the SEC on
February 22, 2019, and its proxy observation for its 2019 annual meeting
of stockholders, which Chevron expects to be filed with the SEC on April
15, 2019. Data in regards to the directors and govt officers of
Anadarko is space forth in its Annual Document on Make 10-K for the 365 days
ended December 31, 2018, which turned into filed with the SEC on February 14,
2019, and its proxy observation for its 2019 annual meeting of
stockholders, which turned into filed with the SEC on March 29, 2019. These
paperwork shall be bought free of cost from the sources indicated
above. Extra files regarding the pursuits of such
participants in the solicitation of proxies in admire of the ability
transaction shall be included in the registration observation and proxy
observation/prospectus and other relevant materials to be filed with the
SEC after they turn into accessible.

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