Anadarko Petroleum Corporation

Anadarko Petroleum Corporation

Anadarko Petroleum Corporation Securities Settlement

The lawsuit was settled for $12.5 million in cash. The following is a summary of the proceedings in the lawsuit: ‘This litigation stems from the April 20, 2010 explosion in the Deepwater Horizon oil rig and subsequent oil spill at the Macondo well. 11. Two class action complaints were filed in the United States District Court for the Southern District of New York (the New York Court), which by Order dated November 15, 2010, were consolidated and recaptioned as In re Anadarko Petroleum Corp. Class Action Litigation, 10 Civ. 04905 (PGG) and Lead Plaintiffs and Lead Counsel were approved and appointed by the Court. 12. On January 31, 2011, Lead Plaintiffs filed and served their Consolidated Class Action Complaint (the Consolidated Complaint) asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. Among other things, the Consolidated Complaint alleged that Defendants made materially false and misleading statements about Anadarko management, safety and environmental protection procedures and misled investors about the company involvement with the Macondo oil well. The Consolidated Complaint further alleged that the prices of Anadarko publicly-traded securities were artificially inflated as a result of Defendants allegedly false and misleading statements, and declined when the truth was revealed. 13. On February 23, 2011, Lead Plaintiffs moved to transfer the consolidated action to the United States District Court for the Southern District of Texas. The motion was fully briefed and, on March 19, 2012, the motion was granted and the Action was transferred to the Texas Court. The Action is now pending in the Texas Court under the caption In re Anadarko Petroleum Corporation Class Action Litigation, Lead Case No. 4:12-CV-00900. 14. On March 17, 2011, while the Action was still before New York Court, Defendants served a motion to dismiss the Consolidated Complaint and to strike certain allegations therein. The motion to dismiss was fully briefed but the motion to transfer was granted before a decision on the motion to dismiss was rendered. 15. On July 2, 2012, the Texas Court granted Lead Plaintiffs unopposed motion for leave to file an amended consolidated complaint. On July 20, 2012, Lead Plaintiffs filed and served the First Amended Consolidated Class Action Complaint (the Complaint). The Complaint, like the Consolidated Complaint, asserted claims against all Defendants under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. The Complaint alleged claims substantially similar to those alleged in the Consolidated Complaint but also included allegations based on new information about the oil well spill revealed after the filing of the Consolidated Complaint. 16. On September 21, 2012, Defendants filed and served a motion to dismiss the Complaint. The motion was fully briefed and oral argument on the motion was held on April 24, 2013. On July 15, 2013, the Court entered its Memorandum and Order that granted in part, and denied in part, Defendants motion. Based on the Court Order, the claims against Defendants Hackett and Gwin were dismissed. 17. On September 23, 2013, Defendants Anadarko and Daniels filed and served an answer to the Complaint. 18. Lead Plaintiffs continued their investigation into the claims asserted but they also recognized that the Court decision on the motion to dismiss underscored the risks attendant to this litigation. While the Parties believe in the merits of their respective positions, they also recognized the benefits that would accrue if they could reach an agreement to resolve the Action. They began to discuss the possibility of exploring whether a settlement could be reached through a mediation process. The Parties selected former California Superior and Supreme Court Judge Daniel Weinstein as mediator. The Parties exchanged detailed mediation statements and exhibits that addressed the issues of both liability and damages which were submitted to Judge Weinstein in advance of a full-day mediation session that occurred on January 28, 2014. The session ended without any agreement being reached. 19. Over the course of the next several weeks, Judge Weinstein conducted further discussions with the Parties which culminated in the Parties agreeing to accept Judge Weinstein recommendation that the Action be settled for $12,500,000. 20. While Lead Plaintiffs had conducted an intensive investigation into the claims asserted based on publicly available information, they had not yet had access to Defendants documents. Therefore, a condition of the agreement in principle to settle the Action, was Anadarko agreement to provide discovery that would allow Lead Plaintiffs and Lead Counsel to confirm the propriety of the decision to settle on the agreed-to terms. Review of the documents produced by Defendants has confirmed Lead Plaintiffs and Lead Counsel belief that the Settlement is fair, reasonable and adequate. 21. Based on the investigation and mediation of the case and Lead Plaintiffs direct oversight of the prosecution of this matter and with the advice of their counsel, each of the Lead Plaintiffs has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering (a) the substantial financial benefit that Lead Plaintiffs and the other members of the Settlement Class will receive under the proposed Settlement; (b) the significant risks of continued litigation and trial; and (c) the desirability of permitting the Settlement to be consummated as provided by the terms of the Stipulation. 22. Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants Releasees (defined in ¶ 34 below), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted. Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Lead Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants defenses to liability had any merit. 23. On June 12, 2014, the Court preliminarily approved the Settlement, authorized this Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.’

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