Carl Icahn declares war over huge oil takeover

Carl Icahn believes Occidental Petroleum badly overpaid for oil driller Anadarko Petroleum. Now, he wants four Occidental directors to pay for that controversial deal — with their jobs.

The famed activist investor officially declared war on Occidental’s board on Thursday by filing the paperwork required to begin the process of ousting and replacing a chunk of the board of directors.

Icahn, whose firm owns a 4.4% stake in Occidental valued at $1.7 billion, named a slate of four potential replacements, including two executives from his own firm.

The flashpoint is Occidental’s bidding war with well-heeled Chevron for Anadarko, a shale driller with prime position in the West Texas Permian Basin. Rather than meet Occidental’s hostile offer, Chevron walked away from its merger agreement. Anadarko and Occidental reached a deal in May valued at the time at $57 billion, including debt. Chevron’s deal was originally valued at about $48 billion, including debt.

“The company’s current directors have made a number of mistakes in how and at what cost they pursued the acquisition,” Icahn wrote in a filing.

The proxy fight comes after Icahn filed a lawsuit against Occidental in May slamming the “misguided” Anadarko deal and demanding access to the company’s books and records. The lawsuit is still ongoing.

Occidental Petroleum has urged shareholders — in all caps — to reject Icahn’s proxy fight, arguing in a recent filing submitted before Icahn’s latest move that their best interest would be served by focusing on completing the Anadarko deal.

“The Board recommends that you DO NOT SIGN ANY WRITTEN REQUESTS SENT TO YOU BY THE ICAHN GROUP,” Occidental wrote in its filing. Occidental did not immediately respond to a request for comment about the latest paperwork filed by Icahn.

Did Warren Buffett get too good of a deal?

Echoing concerns voiced by other investors such as T. Rowe Price, Icahn claims in the Thursday filing that Occidental structured the transaction in a way that “deprived” shareholders of a vote — even though the acquisition will “fundamentally transform the company’s business and prospects.”

Icahn has previously expressed fear that the Anadarko deal is extremely risky because of the turbulent nature of oil prices. Instead of doubling down on oil, the billionaire argued Occidental should have put itself up for sale.

And Icahn has blasted Occidental for agreeing to “expensive financing,” a reference to Warren Buffett’s agreement to help pay for the takeover by investing $10 billion in preferred stock. Analysts and other investors have said that Berkshire Hathaway agreement is too generous in favor of Buffett.

Occidental has defended the financing with Buffett, pointing out that the company didn’t have the luxury of waiting to get the funds.

Still, there are signs of discontent on Wall Street about the Anadarko takeover.

“There are a lot of investors who don’t want to see this deal go through,” Raymond James analyst Muhammed Ghulam told CNN Business.

Pointing to Occidental’s poor recent stock performance, Ghulam said that Icahn “definitely” has a valid point in his distaste for the Anadarko deal. Occidental’s stock has dropped nearly 17% since it first made a hostile offer for Anadarko in late April.

“They may be biting off more than they can chew,” Ghulam said.

Will Icahn win?

Filings made by Icahn indicate that the activist investor has held at least three phone calls with Occidental executives in recent weeks as well as a June 27 meeting with Occidental CEO Vicki Hollub.

Icahn has proposed replacing the following Occidental directors: Spencer Abraham, Eugene Batchelder, Margaret Foran and Avedick Poladian.

Icahn’s board slate includes John Hofmeister, the former president of the Shell Oil Company, and former Jarden finance chief Alan LeFevre.

And Icahn also wants to nominate Nicholas Graziano, a portfolio manager at Icahn Capital, and Andrew Langham, the firm’s general counsel.

The new directors would be installed, Icahn said, with the aim of overseeing “future extraordinary transactions … to ensure that they are not consummated without shareholder approval when appropriate.”

Before the proxy fight can go forward, Icahn must get shareholders owning at least 20% of Occidental’s common stock to fix a “record date” for determining investors entitled to participate.

Ghulam, the Raymond James analyst, expressed doubt that Icahn’s board fight will succeed. He noted that all of Occidental’s directors were re-elected at the company’s annual meeting in May, albeit with lower support than usual.

“It seems unlikely that he will be able to get enough investors to change their votes,” Ghulam said.