SOURCE: Anadarko Petroleum Corporation

Anadarko Petroleum Corporation

August 15, 2011 16:30 ET

Anadarko Recommends Rejection of Unsolicited Mini-Tender Offer

HOUSTON, TX--(Marketwire - Aug 15, 2011) - Anadarko Petroleum Corporation (NYSE: APC) has received notification of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase 1.5 million shares, or approximately 0.301 percent, of common stock of Anadarko at $77.25 per share, which was more than 4 percent below Anadarko's closing share price on Aug. 2, 2011, the day prior to the offer. Anadarko is not associated with TRC Capital, this mini-tender offer or the offer documentation. Anadarko does not endorse the offer and recommends against shareholders tendering their shares in response to this offer.

Mini-tender offers, such as this one, are third-party offers that seek to acquire less than 5 percent of a company's outstanding shares. These offers avoid many of the investor protections afforded for large tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws.

Shareholders are advised that, pursuant to the terms of the offer, TRC Capital may terminate or amend its offer if certain conditions occur, including any decrease in the company's share price, a decline in the Dow Jones Industrial Average, the Standard and Poor's Index of 500 Industrial Companies or other various indexes that exceeds 10 percent measured from the close of business on Aug. 2, 2011, or the unavailability of financing for the purchase on terms satisfactory to TRC Capital. Anadarko urges investors to:

  • Review the conditions to the offer;
  • Consider the volatility in the financial markets since the date of the offer and the potential long-term value of the company;
  • Consider the lack of clarity in connection with the mini-tender offer as to the treatment of the dividend of 9 cents per share of Anadarko common stock payable Sept. 28, 2011 to stockholders of record at the close of business on Sept. 14, 2011;
  • Consult with their broker or financial advisor; and
  • Exercise caution with respect to TRC's offer.

The SEC has issued "Investor Tips" on mini-tender offers and advises that often in making the offers at below-market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory is available at: http://www.sec.gov/investor/pubs/minitend.htm.

Anadarko shareholders who have already tendered are advised that, as described in TRC Capital's Offer to Purchase document, they may withdraw their shares prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. Eastern time on Thursday, Sept. 1, 2011.

Anadarko encourages stockbrokers and dealers, as well as other market participants to review the SEC and New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, which can be found under the "NYSE Regulation - Rules & Interpretations - Information Memos" tab at www.nyse.com.

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