Icahn Sues Occidental and threatening battle for the board, sales

(Bloomberg) – Activist investor Carl Icahn launched a lawsuit against Occidental Petroleum Corp. with the goal of potentially seeking board seats and a sale of the company.

Billion the investor said in the case filed on Thursday in Delaware Chancery Court that he has built a $ 1.6 billion stake in Occidental and is upset by the company's decision to acquire Anadarko Petroleum Corp for $ 38 billion and $ 10 billion financing agreement it was listed from Warren Buffett's Berkshire Hathaway Inc. without a shareholder vote.

"The Anadarko deal is very much a bet-the-deal from the point of view of the regular owners," Icahn said in the suit. Icahn, 83, accused the company of structuring the Anadarko agreement without a shareholder vote, so "there is a close and unfortunate certainty", the transaction will be terminated. later this year. He urged Occidental to complete the acquisition and integration as unlikely as possible, and immediately begin a strategic review, including a potential sale of the combined company.

"It should certainly be examined by the board, like any other possible strategic options," says Icahn.

The investor said he considered referring to other shareholders to call a special meeting to potentially elect new directors. This month to lower the threshold for calling a special meeting to 15% from 25%, against the board's recommendation.

Icahn's stake is about 4% of the company's outstanding shares, according to Bloomberg estimates, and would therefore require substantial support from others. Holders of Calls to a Meeting Several institutional investors have mandates to support a call to a special meeting, even if they do not support the proposals to be presented

Western shares have fallen by about 15% year on year. little changed at $ 51.98 as of 13.43 in New York, having originally increased by as much as 2.3% after the item was reported, Anadarko dropped as much as 2.5% before mating tape ne.

Representatives of Occidental, Anadarko and Buffett did not immediately respond to requests for comment.

Buffett Deal

Suitcase Vice President Vicki Hollub, who fell off a competing takeover bid for Anadarko from Chevron Corp., as well as her deal with Buffett. "A ninety minute bargaining agreement" with one of history's best-known investors is no place to get the M&A experience – at least if you care to protect your shareholders, "said the suite.

Occidental should also consider Other options, Icahn said, include potentially paying off the debt more aggressively than the company's current plans and creating a clean-play oil and gas producer focused on the best pool.

"Both Chevron and the company seem to have appreciated Anadarko on because of its strong position in the Permian Basin, "said the suite." Occidental has an even stronger Permian position and there is little doubt that it could have attracted strong and competitive bids at a share price premium. "

The clothes also criticize $ 8.8 billion sales of Anadarko's Africa assets to Total SA." From all instances, Occidental appears to have sold these assets in a swiftly arranged fire sale before it owned them. "

If Oil prices fall below $ 4 5, the suite said it was "a significant risk" that Occidental had to cut dividends. Icahn sent a letter to Occidental on May 21, seeking records related to the deal. On May 28, Occidental responded that it was to Consider the demand.

Icahn said in the archives that he believes that the Occidental regime and leadership "are far above their heads, have made many blunders in recent months and can continue to cross their feet if the board is not strengthened. "

(Updates shares in eighth paragraph.)

– With help from Kevin Crowley and Rachel Adams-Heard.

To contact journalists on this story: Scott Deveau in New York at, Michael Leonard in Arlington, Virginia at

To contact the editors responsible for this story: Liana Baker at, Carlos Caminada, Simon Casey

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