Now that Occidental Petroleum has beaten Chevron to the acquisition of Anadarko Petroleum – and the strategic assets it holds in the prolific Permian Basin – one would think that the deal is cut-and-dry. Not so. The fallout of the massive US$57 billion deal has begun, and it pits one legendary billionaire against another legendary billionaire.
The Occidental purchase of Anadarko had all the signs of a classic takeover battle, swooping in after Chevron and Anadarko’s boards had approved their own US$48 billion deal. It was made only possible by Oxy CEO Vicki Hollub making a quick private plane trip that resulted in a last-minute US$10 billion capital injection from Warren Buffet’s Berkshire Hathaway that was contingent on the Anadarko purchase working. It did. And with the US Federal Trade Commission approving the deal, Anadarko will become part of Occidental by the end of 2019.
But not everyone is happy about the situation. Some investors and shareholders of Occidental believe that it badly overpaid for Anadarko, and were rankled by the deal bypassing a shareholder vote on the matter. The chief critic of this is activist Carl Icahn, who owns a US$1.6 billion stake in Occidental, who slammed it as ‘misguided’ with the CEO and Board ‘betting the company to serve their own agendas’. Icahn has already filed a lawsuit demanding access to Occidental’s books and records, and has just take the fight to a new level.
Last week, Icahn filed regulatory paperwork to call for a special shareholder meeting where he hopes to oust four of Occidental directors and modify the company’s charter through stockholder consent from ever engineering a similar takeover. Icahn wants Spencer Abraham, Eugene Batchelder, Margaret Foran and Avedick Poladian out from the Board, holding them responsible for the ‘fiasco’. He has, of course, nominated his own preferred replacements, including one of his portfolio manager’s Nicholas Graziano, his general counsel Andrew Langham, former Jarden finance chief Alan LeFevre and former president of Shell John Hofmeister. While Icahn has publicly acknowledge that the Anadarko takeover will probably go ahead, his aim is for the new Board to oversee ‘future extraordinary transactions to ensure that they are not consummated without shareholder approval where approval.’
Will it work? Before the proxy fight can go ahead, Icahn must get at least 20% of shareholders to agree to a meeting. That’s a tall order, given that the current crop of directors and Boards were re-elected at the May annual meeting, although with lower support. But there is certainly some appetite, given that Occidental’s stock has dropped nearly 17% since the initial April hostile takeover, reflecting market mood that it had bitten off more than it could chew.
All of this is playing out against a backdrop of pessimism in the Permian. Although the shale revolution had brought American crude production to record highs and sent its crude exports to a new record of 3.3 mmb/d in June, there are now cracks showing. With limited infrastructure, low prices and over-exploitation, the Permian boom is slowing down. Once an investor’s darling, financing has now become far tougher for Permian players, as the high production fall off rate means that companies have to spend more and more money to just maintain production. It’s a situation that is particularly negative for the small, nimble players that powered the initial shale revolution who lack the deep pockets to optimise shale assets over a longer production period. All across the Permian, independent players have lost between 50-100% of their market value, making them ripe for acquisition by majors and supermajors. Deals like the Anadarko one make sense in this context, but with the financial risk increasing, these blockbuster deals may never lead to blockbuster returns. Carl Icahn may not be able win his battle for the Occidental board, but he is certainly making a serious – and very valid - point.
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On 10 December 2021, if all goes to plan Royal Dutch Shell will become just Shell. The energy supermajor will move its headquarters from The Hague in The Netherlands to London, UK. At least three-quarters of the company’s shareholders must vote in favour of the change at the upcoming general meeting, which has been sold by Shell as a means of simplifying its corporate structure and better return value to shareholders, as well as be ‘better positioned to seize opportunities and play a leading role in the energy transition’. In doing so, it will no longer meet Dutch conditions for ‘royal’ designation, dropping a moniker that has defined the company through decades of evolution since 1907.
But why this and why now?
There is a complex web of reasons why, some internal and some external but the ultimate reason boils down to improving growth sustainability. Royal Dutch Shell was born through the merger of Shell Transport and Trading Company (based in the UK) and Royal Dutch (based in The Netherlands) in 1907, with both companies engaging in exploration activities ranging from seashells to crude oil. Unified across international borders, Royal Dutch Shell emerged as Europe’s answer to John D Rockefeller’s Standard Oil empire, as the race to exploit oil (and later natural gas) reserves spilled out over the world. Along the way, Royal Dutch Shell chalked up a number of achievements including establishing the iconic Brent field in the North Sea to striking the first commercial oil in Nigeria. Unlike Standard Oil which was dissolved into 34 smaller companies in 1911, Royal Dutch Shell remained intact, operating as two entities until 2005, when they were finally combined in a dual-nationality structure: incorporated in the UK, but residing in the Netherlands. This managed to satisfy the national claims both countries make on the supermajor, second only to ExxonMobil in revenue and profits but proved to be costly to maintain. In 2020, fellow Anglo-Dutch conglomerate Unilever also ditched its dual structure, opting to be based fully out of the City of London. In that sense, Shell is following the direction of the wind, as forces in its (soon to be former) home country turn sour.
There is a specific grievance that Royal Dutch Shell has with the Dutch government, the 15% dividend tax collected for Dutch-domiciled companies. It is the reason why Unilever abandoned Rotterdam and is now the reason why Shell is abandoning The Hague. And this point is particularly existentialist for Shell, since its share prices has been battered in recent years following the industry downturn since 2015, the global pandemic and being in the crosshairs of climate change activists as an emblem of why the world’s average temperatures are going haywire. The latter has already caused the largest Dutch state pension fund ABP to stop investing in fossil fuels, thereby divesting itself of Royal Dutch Shell. This was largely a symbolic move, but as religious figures will know, symbols themselves carry much power. To combat this, Shell has done two things. First, it has positioned itself to be at the forefront of energy transition, announcing ambitious emissions reductions plans in line with its European counterparts to become carbon neutral by 2050. Second, it is looking to bump up its dividend payouts after slashing them through the depths of the Covid-19 pandemic and accelerating share buybacks to remain the bluest of blue-chip stocks. But then, earlier this year, a Dutch court ruled that Shell’s emissions targets were ‘not ambitious enough’, ordering a stricter aim within a tighter timeframe. And the 15% dividend tax remains – even though Prime Minister Mark Rutte’s coalition government has been attempting to scrap it, with (it is presumed) some lobbying from Royal Dutch Shell and Unilever.
As simplistic it is to think that Shell is leaving for London believes the citizens of the Netherlands has turned its back on the company, the ultimate reason was the dividend tax. Reportedly, CEO Ben van Buerden called up Mark Rutte on Sunday informing him of the planned move. Rutte’s reaction, it is said was of dismay. And he embarked on a last-ditch effort to persuade Royal Dutch Shell to change its mind, by immediately lobbying his government’s coalition partners to back an abolition of the dividend tax. The reaction was perhaps not what he expected, with left-wing and green parties calling Shell’s threat ‘blackmail’. With democracy drawing a line, Shell decided to walk; or at least present an exit plan endorsed by its Board to be voted by shareholders. Many in the Netherlands see Shell’s exit and the loss of the moniker Royal Dutch – as a blow to national pride, especially since the country has been basking in the glow of expanded reputation as a result of post-Brexit migration of financial activities to Amsterdam from London. The UK, on the other hand, sees Shell’s decision and Unilever’s – as an endorsement of the country’s post-Brexit potential.
The move, if passed and in its initial stages, will be mainly structural, transferring the tax residence of Shell to London. Just ten top executives including van Buerden and CFO Jessica Uhl will be making the move to London. Three major arms – Projects and Technology, Global Upstream and Integrated Gas and Renewable Energies – will remain in The Hague. As will Shell’s massive physical reach on Dutch soil: the huge integrated refinery in Pernis, the biofuels hub in Rotterdam, the country’s first offshore wind farm and the mammoth Porthos carbon capture project that will funnel emissions from Rotterdam to be stored in empty North Sea gas fields. And Shell’s troubles with activists will still continue. British climate change activists are as, if not more aggressive as their Dutch counterpart, this being the country where Extinction Rebellion was born. Perhaps more of a threat is activist investor Third Point, which recently acquired a chunk of Shell shares and has been advocating splitting the company into two – a legacy business for fossil fuels and a futures-focused business for renewables.
So Shell’s business remains, even though its address has changed. In the grand scheme of things, never mind the small matter of Dutch national pride – Royal Dutch Shell’s roadmap to remain an investment icon and a major driver of energy transition will continue in its current form. This is a quibble about money or rather, tax – that will have little to no impact on Shell’s operations or on its ambitions. Royal Dutch Shell is poised to become just Shell. Different name and a different house, but the same contents. Unless, of course, Queen Elizabeth II decides to provide royal assent, in which case, Shell might one day become Royal British Shell.
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