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Anadarko Petroleum (APC) moved closer to sealing its planned takeover by Occidental Petroleum (OXY) Tuesday after board members approved the $38 billion bid over a rival approach from Chevron Corp CVX and it agreed to sell some of its African assets to France's Total SA (TOT)

Anadarko said Occidental's move to secure financing for the cash portion of its revised bid, which includes a $59 per share consideration and 0.2934 in Occidental common stock, makes it a "superior proposal" to Chevron's 75% stock and 25% cash deal that values the Houston-based oil group at around $50 billion, including debt, the company said. Berkshire Hathaway (BRK.A)  agreed a $10 billion investment in Occidental last week that gives the Warren Buffett-backed investment group preferred shares paying an 8% dividend. 

"Anadarko has notified Chevron that (i) Anadarko's board of directors has unanimously determined that the Revised Occidental Proposal constitutes a "Superior Proposal"," the company said in a statement late Monday, adding it "intends to terminate the Chevron Merger Agreement in order to enter into a definitive merger agreement with Occidental in connection with the Revised Occidental Proposal."

"Chevron has the right, during the four business day period ending on May 10, to propose revisions to the terms of the Chevron Merger Agreement, or to make another proposal," Anadarko added. "Anadarko is required to, and will, make its representatives reasonably available to negotiate with Chevron during this period with respect to such proposed revisions or other proposal, if any."

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Anadarko shares were little change Tuesday at $75.56 each. Occidental shares were marked 0.1%% lower at $58.84 each while Chevron edged 01.3% higher at $116.91 as global oil prices retreated more than $1 per barrel in early New York trading.

Anadarko also agreed Tuesday to sell its West African assets to France's Total for around $8.8 billion, assuming it closes its deal with Occidental in the coming months. 

Chevron said last month that it plans to buy Anadarko for $33 billion in cash and stock, at 65 a share, with Anadarko investors receiving 0.3869 in Chevron stock and and $16.25 in cash for each Anadarko share. Including group debt, the deal has an enterprise value of $50 billion. Occidental's revised bid, meanwhile, values Anadarko at around $38 billion.

"By increasing the cash component, the revised offer removes the requirement for an OXY shareholder vote - cited as the explanation for why Anadarko previously chose Chevron's $65/share offer," said Credit Suisse analyst William Featherston. "Second, Occidental has entered into an agreement with TOTAL to sell Aanadarko's Mozambique, Ghana, and Algerian assets for $8.8 billion (CSe $8.3 billion) or $8 billion after taxes contingent on closing the APC acquisition; these divestitures would put it well on its way toward meeting its $10-$15 billion post-deal divestiture target."