Occidental Agrees to Contingent Sale of Anadarko African Assets to Total for $8.8 Billion

HOUSTON–(BUSINESS WIRE)–Occidental
Petroleum Corporation
(“Occidental” or “the Company”) (NYSE: OXY)
announced today that, in connection with Occidental’s proposal to
acquire Anadarko Petroleum Corporation (“Anadarko”) (NYSE: APC), it has
entered into a binding agreement to sell Anadarko’s Algeria, Ghana,
Mozambique and South Africa assets to Total S.A. (“Total”) (NYSE: TOT)
for $8.8 billion. The sale is contingent upon Occidental entering into
and completing its proposal to acquire Anadarko, and would be expected
to close simultaneously or as soon as reasonably practicable afterwards.

The assets to be sold to Total represent approximately 6% of the
expected net production and approximately 7% of the cash flow after
capital expenditures of Occidental in 2020 pro forma for the acquisition
of Anadarko.

The proceeds of the sale of these high quality non-strategic assets
covers a portion of the cash consideration to fund the proposed
acquisition of Anadarko. The sale fast-tracks the divestiture plan
previously described by Occidental, delivering on the majority of the
$10 to $15 billion of planned asset sales. It also reduces the overall
integration demands of the acquisition. After giving effect to the asset
sale, Occidental continues to expect to deliver $2.0 billion of annual
cost synergies and $1.5 billion of annual capital reductions from the
proposed acquisition of Anadarko.

We are pleased to have secured this agreement with Total. The $8.8
billion value to be received for Africa represents an attractive value
based on our extensive evaluation over the last 18 months. Given our
long history of working together productively, I am confident we can
execute this sale quickly and efficiently,” said Occidental President
and CEO Vicki Hollub. “Total has extensive experience working in Africa
and is well positioned to maximize value from these assets.’’

These are world class assets with great upside, and we welcome the
opportunity to leverage our expertise in LNG and deepwater developments
as well as our long history of operating in Africa,” said Patrick
Pouyanné, Chairman and CEO of Total. “We have worked successfully with
Occidental for many years and we are committed to execute smoothly this
transaction.”

About Occidental

Occidental
is an international oil and gas exploration and production company with
operations in the United States, Middle East and Latin America.
Headquartered in Houston, Occidental is one of the largest U.S. oil and
gas companies, based on equity market capitalization. Occidental’s
midstream and marketing segment purchases, markets, gathers, processes,
transports and stores hydrocarbons and other commodities. The company’s
wholly owned subsidiary OxyChem manufactures and markets basic chemicals
and vinyls. Occidental posts or provides links to important information
on its website at oxy.com.

Forward Looking Statements

Any statements in this press release about Occidental’s expectations,
beliefs, plans or forecasts, including statements regarding the proposed
transaction between Occidental and Anadarko or the proposed transaction
between Occidental and Total, benefits and synergies of the proposed
transactions and future opportunities for the combined company and
products and securities, that are not historical facts are
forward-looking statements. These statements are typically identified by
words such as “estimate,” “project,” “predict,” “will,” “would,”
“should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,”
“believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or
similar expressions that convey the prospective nature of events or
outcomes. Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and uncertainties.
Actual results may differ from anticipated results, sometimes
materially, and reported or expected results should not be considered an
indication of future performance. Factors that could cause actual
results to differ include, but are not limited to: the ultimate outcome
of any possible transaction between Occidental and Anadarko, including
the possibility that Anadarko will reject the proposed transaction with
Occidental or that the terms of any definitive agreement will be
materially different from those described above; uncertainties as to
whether Anadarko will cooperate with Occidental regarding the proposed
transaction; Occidental’s ability to consummate the proposed transaction
with Anadarko or the proposed transactions with Total; the conditions to
the completion of the proposed transactions, including the receipt of
Anadarko stockholder approval for the proposed transaction between
Occidental and Anadarko; that the regulatory approvals required for the
proposed transactions may not be obtained on the terms expected or on
the anticipated schedule or at all; Occidental’s ability to finance the
proposed transaction with Anadarko, including completion of any
contemplated equity investment; Occidental’s indebtedness, including the
substantial indebtedness Occidental expects to incur in connection with
the proposed transaction with Anadarko and the need to generate
sufficient cash flows to service and repay such debt; Occidental’s
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transactions contemplated by the
binding agreement with Total; Occidental’s ability to meet expectations
regarding the timing, completion and accounting and tax treatments of
the proposed transaction with Anadarko; the possibility that Occidental
may be unable to achieve expected synergies and operating efficiencies
within the expected time-frames or at all and to successfully integrate
Anadarko’s operations with those of Occidental; that such integration
may be more difficult, time-consuming or costly than expected; that
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of the
proposed transaction; the retention of certain key employees of Anadarko
may be difficult; that Anadarko and Occidental are subject to intense
competition and increased competition is expected in the future; general
economic conditions that are less favorable than expected. Additional
risks that may affect Occidental’s results of operations and financial
position appear in Part I, Item 1A “Risk Factors” of Occidental’s Annual
Report on Form 10-K for the year ended December 31, 2018, and in
Occidental’s other filings with the U.S. Securities and Exchange
Commission (“SEC”).

Because the factors referred to above could cause actual results or
outcomes to differ materially from those expressed or implied in any
forward-looking statements, you should not place undue reliance on any
such forward-looking statements. Further, any forward-looking statement
speaks only as of the date of this press release and, unless legally
required, Occidental does not undertake any obligation to update any
forward-looking statement, as a result of new information, future events
or otherwise.

No Offer or Solicitation

This press release does not constitute an offer to sell or the
solicitation of an offer to buy 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
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.

Additional Information and Where to Find It

This press release relates to a proposal which Occidental has made for
an acquisition of Anadarko. In furtherance of this proposal and subject
to future developments, Occidental (and, if a negotiated transaction is
agreed, Anadarko) may file one or more registration statements, proxy
statements, tender offer statements or other documents with the SEC.
This press release is not a substitute for any proxy statement,
registration statement, tender offer statement, prospectus or other
document Occidental and/or Anadarko may file with the SEC in connection
with the proposed transactions.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT OCCIDENTAL, ANADARKO AND THE PROPOSED TRANSACTIONS.
Any definitive proxy statement(s) or prospectus(es) (if and when
available) will be mailed to stockholders of Occidental and/or Anadarko,
as applicable. Investors and security holders will be able to obtain
copies of these documents (if and when available) and other documents
filed with the SEC by Occidental free of charge through the website
maintained by the SEC at www.sec.gov.
Copies of the documents filed by Occidental (if and when available) will
also be made available free of charge by accessing Occidental’s website
at www.oxy.com.

Participants

This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, Occidental and its directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transactions. Information about Occidental’s executive officers and
directors is available in Occidental’s Annual Report on Form 10-K for
the year ended December 31, 2018, which was filed with the SEC on
February 21, 2019, and in its proxy statement for the 2019 Annual
Meeting which was filed with the SEC on March 28, 2019. To the extent
holdings of Occidental securities have changed since the amounts printed
in the proxy statement for the 2019 Annual Meeting, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the interests of
such potential participants will be included in one or more registration
statements, proxy statements, tender offer statements or other documents
filed with the SEC if and when they become available. These documents
(if and when available) may be obtained free of charge from the SEC’s
website http://www.sec.gov.

Contacts

Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com

or

Investors:
Jeff
Alvarez
713-215-7864
jeff_alvarez@oxy.com

Dan
Burch
MacKenzie Partners, Inc.
212-929-5748 or 516-429-2722
dburch@mackenziepartners.com

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