Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated
(NYSE: BHI) today noted the decision by the European Commission
(the “Commission”) to initiate a Phase II review of Halliburton’s
pending acquisition of Baker Hughes.
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This decision is a normal step in the Commission's review
process, and the views expressed by the Commission at this stage
are preliminary only. Pursuant to applicable regulations, Phase II
generally provides the Commission with 90 working days to review
the pending transaction. Halliburton and Baker Hughes will continue
to work constructively with the Commission.
Although the Commission was kept informed of the remedies that
Halliburton has proposed to the U.S. Department of Justice,
Halliburton did not offer remedies during Phase I, as it believes
that offering remedies during Phase II will facilitate a more
efficient review. Halliburton expects to offer a substantial
remedies package that it believes will address any substantive
competition concerns.
To date, the transaction has received regulatory clearances in
Canada, Colombia, Ecuador, Kazakhstan, South Africa and Turkey.
Halliburton and Baker Hughes remain focused on completing the
regulatory approval process and closing the transaction in order to
begin realizing the benefits of the proposed combination for
shareholders, customers, employees and other stakeholders.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
approximately 65,000 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 49,000 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 ongoing review
process, sufficiency of remedies packages, and anticipated benefits
and synergies of the acquisition of Baker Hughes, 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: with respect to the
Baker Hughes acquisition, the timing to consummate the proposed
transaction; the terms and timing of divestitures undertaken to
obtain required regulatory approvals; 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; with respect to the Macondo well incident, final court
approval of, and the satisfaction of the conditions in,
Halliburton’s September 2014 settlement, including the results of
any appeals of rulings in the multi-district litigation;
indemnification and insurance matters; with respect to repurchases
of Halliburton common stock, the continuation or suspension of the
repurchase program, the amount, the timing and the trading prices
of Halliburton common stock, and the availability and alternative
uses of cash; changes in the demand for or price of oil and/or
natural gas can be significantly impacted by weakness in the
worldwide economy; consequences of audits and investigations by
domestic and foreign government agencies and legislative bodies and
related publicity and potential adverse proceedings by such
agencies; protection of intellectual property rights and against
cyber attacks; compliance with environmental laws; changes in
government regulations and regulatory requirements, particularly
those related to offshore oil and natural gas exploration,
radioactive sources, explosives, chemicals, hydraulic fracturing
services, and climate-related initiatives; compliance with laws
related to income taxes and assumptions regarding the generation of
future taxable income; risks of international operations, including
risks relating to unsettled political conditions, war, the effects
of terrorism, foreign exchange rates and controls, international
trade and regulatory controls, and doing business with national oil
companies; weather-related issues, including the effects of
hurricanes and tropical storms; changes in capital spending by
customers; delays or failures by customers to make payments owed to
us; execution of long-term, fixed-price contracts; structural
changes in the oil and natural gas industry; maintaining a highly
skilled workforce; availability and cost of raw materials; and
integration and success of acquired businesses and operations of
joint ventures. Halliburton’s Form 10-K for the year ended December
31, 2014, Form 10-Q for the quarter ended September 30, 2015,
recent Current Reports on Form 8-K, and other Securities and
Exchange Commission filings discuss some of the important risk
factors identified that may affect Halliburton’s business, results
of operations, and financial condition. Halliburton undertakes 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, its proxy statement for its 2015 annual
meeting of stockholders, which was filed with the SEC on April 7,
2015, and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2015, which was filed with the SEC on October 23,
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, its proxy statement for its 2015 annual meeting
of stockholders, which was filed with the SEC on March 27, 2015,
and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2015, which was filed with the SEC on October 21,
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/20160112006384/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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