Occidental Petroleum Recommends Shareholders Reject the Below-Market “Mini-Tender” Offer by TRC Capital Corporation

Wednesday, October 25, 2017 9:00 am EDT



Public Company Information:

"hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

HOUSTON--(BUSINESS WIRE)--Occidental Petroleum Corporation (NYSE:OXY) announced today that it has received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 2 million shares of Occidental common stock, which represents approximately 0.26 percent of the shares outstanding as of the October 20, 2017, offer date. Occidental does not endorse this unsolicited offer, has no association with TRC Capital, its mini-tender offer or the mini-tender offer documentation, and recommends that shareholders do not tender their shares in response to the offer.

Occidental also cautions shareholders that TRC Capital’s mini-tender offer has been made at a price below the market price for Occidental shares. The offer price of $62.63 per share represents a discount of approximately 4.34 percent lower than the $65.47 closing share price of Occidental common stock on October 20, 2017 — the last trading day prior to the date of the offer.

TRC Capital has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire fewer than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” More on the SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm.

Occidental urges investors to obtain current market quotations for their shares, to consult with their brokers or financial advisors and to exercise caution with respect to TRC Capital’s offer. Occidental recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer by providing written notice described in TRC Capital’s offering documents. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Tuesday, November 21, 2017. TRC Capital may extend the offering period at its discretion.

Occidental encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. Occidental requests that brokers and dealers include a copy of this news release with all distributions of materials relating to TRC Capital’s mini-tender offer related to Occidental shares of common stock.

About Occidental Petroleum

Occidental Petroleum Corporation 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 gathers, processes, transports, stores, purchases and markets 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 www.oxy.com.


Occidental Petroleum Corporation
Melissa E. Schoeb
Richard A. Jackson
On the web: www.oxy.com