Halliburton and Baker Hughes Provide Update on Proposed Acquisition
July 10 2015 - 4:15PM
Business Wire
Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated
(NYSE: BHI) today announced that they have entered into a timing
agreement with the Antitrust Division of the U.S. Department of
Justice (DOJ) pursuant to which both companies have agreed to
extend the period for the DOJ’s review of Halliburton’s previously
announced acquisition of Baker Hughes to the later of November 25,
2015 or 90 days after both companies have certified substantial
compliance with the DOJ’s second request. Both Halliburton and
Baker Hughes expect to certify substantial compliance with the
DOJ’s second requests, issued to each company, by mid-summer.
Timing agreements are often entered into in connection with large,
complex transactions, and provide the DOJ additional time to review
responses to its second requests. In light of the timing agreement,
Halliburton and Baker Hughes also have agreed to extend the time
period for closing of the acquisition to no later than December 1,
2015.
Halliburton and Baker Hughes continue to be in discussions with
the DOJ, the European Commission and other competition enforcement
authorities with respect to the acquisition. As previously
announced, Halliburton is currently marketing for sale its Fixed
Cutter and Roller Cone Drill Bits, Directional Drilling and
Logging-While-Drilling (LWD)/Measurement-While-Drilling (MWD)
businesses. In addition, Halliburton has shared with various
competition enforcement authorities around the world a proposal to
divest additional businesses of the companies which, together with
the previously announced divestitures, are within the scope of
those contemplated by Halliburton at the time of the transaction.
There is no agreement to date with any competition enforcement
authority as to the adequacy of Halliburton’s proposal or any
alternative proposal. The parties will continue to work
constructively with all competition enforcement authorities that
have expressed an interest in the proposed transaction.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
more than 75,000 employees, representing 140 nationalities in over
80 countries, the company serves the upstream oil and gas industry
throughout the lifecycle of the reservoir - from locating
hydrocarbons and managing geological data, to drilling and
formation evaluation, well construction and completion, and
optimizing production through the life of the field. Visit the
company’s website at www.halliburton.com. Connect with Halliburton
on Facebook, Twitter, LinkedIn, Oilpro and YouTube.
About Baker Hughes
Baker Hughes is a leading supplier of oilfield services,
products, technology and systems to the worldwide oil and natural
gas industry. The company's 53,000 employees today work in more
than 80 countries helping customers find, evaluate, drill, produce,
transport and process hydrocarbon resources. For more information
on Baker Hughes, visit: www.bakerhughes.com.
Safe Harbor
The statements in this communication that are not historical
statements, including statements regarding the timing of
Halliburton’s and Baker Hughes’s compliance with the DOJ’s second
requests, currently announced and proposed divestitures,
discussions with competition authorities, whether the transaction
will close and the expected timing thereof and whether all required
regulatory clearances and approvals will be obtained, are
forward-looking statements within the meaning of the federal
securities laws. These statements are subject to numerous risks and
uncertainties, many of which are beyond the company's control,
which could cause actual results to differ materially from the
results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: the timing to
consummate the proposed transaction; the conditions to closing of
the proposed transaction may not be satisfied or the closing of the
proposed transaction otherwise does not occur; the risk a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Halliburton and Baker
Hughes and the ultimate outcome of Halliburton’s operating
efficiencies applied to Baker Hughes’s products and services; the
effects of the business combination of Halliburton and Baker
Hughes, including the combined company’s future financial
condition, results of operations, strategy and plans; expected
synergies and other benefits from the proposed transaction and the
ability of Halliburton to realize such synergies and other
benefits; results of litigation, settlements, and investigations;
and other risks and uncertainties described in Halliburton’s Form
10-K for the year ended December 31, 2014 and Baker Hughes’s Form
10-K for the year ended December 31, 2014, recent Current Reports
filed by Halliburton and Baker Hughes on Form 8-K, and other
Securities and Exchange Commission filings. These filings also
discuss some of the important risk factors identified that may
affect Halliburton's and Baker Hughes’s respective business,
results of operations and financial condition. Halliburton and
Baker Hughes undertake no obligation to revise or update publicly
any forward-looking statements for any reason.
Additional Information
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Halliburton and Baker
Hughes. In connection with this proposed business combination,
Halliburton has filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4, including
Amendments No. 1 and 2 thereto, and a definitive joint proxy
statement/prospectus of Halliburton and Baker Hughes and other
documents related to the proposed transaction. The registration
statement was declared effective by the SEC on February 17, 2015
and the definitive proxy statement/prospectus has been mailed to
stockholders of Halliburton and Baker Hughes. INVESTORS AND
SECURITY HOLDERS OF HALLIBURTON AND BAKER HUGHES ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS, REGISTRATION STATEMENT AND
OTHER DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of these documents and other documents filed with the
SEC by Halliburton and/or Baker Hughes through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Halliburton are available free of
charge on Halliburton’s internet website at
http://www.halliburton.com or by contacting Halliburton’s Investor
Relations Department by email at investors@Halliburton.com or by
phone at +1-281-871-2688. Copies of the documents filed with the
SEC by Baker Hughes are available free of charge on Baker Hughes’
internet website at http://www.bakerhughes.com or by contacting
Baker Hughes’ Investor Relations Department by email at
alondra.oteyza@bakerhughes.com or by phone at +1-713-439-8822.
Participants in Solicitation
Halliburton, Baker Hughes, their respective directors and
certain of their respective executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of Halliburton is set forth in its Annual Report on Form
10-K for the year ended December 31, 2014, which was filed with the
SEC on February 24, 2015 and its proxy statement for its 2015
annual meeting of stockholders, which was filed with the SEC on
April 7, 2015. Information about the directors and executive
officers of Baker Hughes is set forth in its Annual Report on Form
10-K for the year ended December 31, 2014, which was filed with the
SEC on February 26, 2015 and its proxy statement for its 2015
annual meeting of stockholders, which was filed with the SEC on
March 27, 2015. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the proxy statement/prospectus and other relevant
materials filed with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20150710005753/en/
For
HalliburtonInvestors:Kelly Youngblood,
281-871-2688Halliburton, Investor
RelationsInvestors@Halliburton.comorMedia:Emily Mir,
281-871-2601Halliburton, Public
RelationsPR@Halliburton.comorFor Baker
HughesInvestors:Alondra Oteyza, 713-439-8822Baker
Hughes, Investor
Relationsalondra.oteyza@bakerhughes.comorMedia:Melanie
Kania, 713-439-8303Baker Hughes, Media
Relationsmelanie.kania@bakerhughes.com
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