Calling the takeover of Anadarko Petroleum Corp. overpriced and misguided, activist investor Carl Icahn, who holds an estimated $1.6 billion (5%) stake in Occidental Petroleum Corp. (Oxy), is suing the company and threatening a fight for control of the board.
The lawsuit, filed Thursday in the Delaware Court of Chancery, indicated Icahn may seek board seats or the outright sale of the Houston-based independent.
Oxy in May triumphed over Chevron Corp. in a bidding war for Anadarko and agreed to pay an estimated $57 billion. The purchase would be completed using a combination of cash, debt and equity financing, including a $10 billion equity investment by Berkshire Hathaway Inc.
The potential takeover “fundamentally misguided” and “hugely overpriced,” the lawsuit stated, and Oxy would be at risk if oil prices were to decline. An outright sale of Oxy would be a better option for shareholders, Icahn indicated.
Although conceding the mega-deal is likely to be completed, Icahn is seeking Oxy documents including a plan in the works to sell Anadarko’s liquefied natural gas assets in West Africa to Total SA. The lawsuit also called the preferred equity deal with Berkshire “desperate.”
The transaction is structured so that Oxy does not require shareholder approval to buy Anadarko.
However, a special shareholder meeting may be necessary, said Icahn, “to potentially elect new directors to ensure that Occidental is being run in the interests of its stockholders going forward, and not in the interests of directors and officers who appear to be interested in growth for growth’s sake.”
Oxy board members are in “far over their heads” in the merger negotiations, and the board has “made numerous blunders in recent months and might continue to trip over their feet if the board is not strengthened.”
Oxy CEO Vicki Hollub and her management team also were taken to task by Icahn for compensation packages totaling around $100 million since 2016.
In response to the Icahn lawsuit, Oxy said it was “committed to maximizing long-term value for all shareholders, and our board and management team continually evaluate opportunities to that end.”
Icahn is not the only major shareholder withholding support for the Anadarko merger. T. Rowe Price Group Inc., also opposed to the merger, plans to vote against the Oxy board at the annual meeting because shareholders were not allowed to vote on the merger.