Chevron Corporation (NYSE:CVX) entered into a definitive agreement to acquire Anadarko Petroleum Corporation (NYSE:APC) for $32.7 billion in cash and stock on April 11, 2019. Under the terms of the agreement, Anadarko shareholders will receive 0.3869 shares of Chevron and $16.25 in cash for each Anadarko share. The acquisition consideration is structured as 75% stock and 25% cash. In aggregate, upon closing of the transaction, Chevron will issue approximately 200 million shares of stock and pay approximately $8 billion in cash. Chevron will also assume net debt. Upon termination of the merger agreement, Anadarko Petroleum will pay a termination fee of $1 billion.

Chevron Corporation intends to retain talented and skilled workforce. Upon closing, Chevron will continue be led by Michael Wirth as Chairman and Chief Executive Officer. The integration team will be led by Joe Geagea and Bob Gwin, the current President of Anadarko. Chevron will remain headquartered in San Ramon, California. The acquisition is subject to receipt of the required approval from Anadarko stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, effectiveness of the Registration Statement on Form S-4 to be filed by Chevron, authorization for listing on the New York Stock Exchange of the shares of Chevron common stock to be issued in connection with the merger, regulatory approvals and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the second half of 2019.

As of April 24, 2019, a competing bid by Occidental Petroleum Corporation was announced to acquire Anadarko Petroleum Corporation for $76 per Anadarko share. Under the terms of the proposal, Anadarko shareholders would receive $38 in cash and 0.6094 shares of Occidental common stock for each share of Anadarko common stock. As on May 6, 2019, the Board of Directors of Anadarko Petroleum have determined that the proposal made by Occidental Petroleum is superior and they intend to terminate the Chevron Corporation transaction. Chevron expects the transaction to be accretive to free cash flow and earnings per share one year after closing, at $60 Brent.

As on May 9, 2019, Chevron announced that it will not make a counterproposal and will allow the four-day match period to expire. Accordingly, Chevron anticipates that Anadarko will terminate the Merger Agreement.

Greg Weinberger of Credit Suisse Securities (USA) LLC acted as financial advisor while Scott A. Barshay, Steven J. Williams, John Kennedy, Kyle Seifried, Patricia Vaz de Almeida, Caith Kushner, Jeffrey Samuels, Alyssa Wolpin, Lawrence Witdorchic, Jason Ertel, Jeffrey Recher, Peter Jaffe, Rachel Fiorill, Claudine Meredith-Goujon and William O'Brien Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Chevron. Dan Ward of Evercore and Suhail Sikhtian of Goldman Sachs & Co. LLC acted as financial advisors while Daniel A. Neff and Gregory E. Ostling of Wachtell, Lipton, Rosen & Katz and Mark Kelly of Vinson & Elkins LLP acted as legal advisors to Anadarko. Kevin Miller, Stuart Rogers and Robyn Downing of Alston & Bird acted as counsel to Credit Suisse, the financial advisor to Chevron Corporation in the transaction. David Higbee of Shearman & Sterling LLP provided antitrust advice to Chevron.

Chevron Corporation (NYSE:CVX) cancelled the definitive agreement to acquire Anadarko Petroleum Corporation (NYSE:APC) on May 9, 2019. As of May 9, 2019, Occidental Petroleum Corporation entered into a definitive merger agreement to acquire Anadarko Petroleum Corporation.