Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Baker Hughes Incorporated
Subject Company: Baker Hughes Incorporated
Commission File No.:
001-09397
The following transcript is for a video
made available to employees of General Electric Company and Baker Hughes Incorporated:
VIDEO TRANSCRIPT
Integration Planning Roadshow
Coming to a location near you
February 2017
Derek Mathieson, Baker Hughes Integration
Planning Lead: Just in terms of a simple match-up, you’ve got core beliefs that are driving both companies today that are
very very similar.
Uwem Ukpong, GE Integration Planning Lead:
We had a culture survey as an integration team when we met here on December 4 in Crotonville. And there was very very strong overlap
in the cultural elements – decision-making, responsibility, independence of thought, technology focus, so that was a fantastic,
very good start for us…
PHYSICAL MEETS DIGITAL
Derek: When you look at the conversations
that we started to have with GE Oil & Gas right at the start, there was one subject that came right to the fore very very quickly.
It’s this whole topic of digital. This is something that is foundationally different ….you have industrial businesses
are looking at completely transforming how they work today, and that’s something that GE as a broad company are trying to
do.
CUSTOMER EXPERIENCE
Uwem: Another very important part of this
is, as we come to Day 1, the customer engagement and the customer interaction needs to be very well understood on both sides. We
cannot be tripping over each other when we start on Day 1. And so we are going to produce a playbook come Day 1 for the sales community
to understand customer, rules of engagement, how do you make a deal from opportunity to close…
CUSTOMER SOLUTIONS
Derek: There’s an opportunity here,
and a responsibility to try to help them think through how we catalyze productivity in their business in a different way by us
thinking through how we use a
portfolio and put it to work in a better
way… no company in the marketplace has this span today. So we’re starting from a point of uniqueness that that potential
is there but it’s up to us to figure out how to look at that…
Uwem: What Derek and I keep insisting upon
is, post-close, we’re going to have to materialize all of these good things we’re talking about, otherwise credibility
is going to start to wane…. You know, integration helps you start afresh, and a lot of what we’re doing with the integration
team is being able to step back and say, now, okay, now that we have the chance, with Newco, or Baker Hughes, a GE Company, what
do we want to fix and get right.
###
Additional Information and Where to
Find It
In connection with the proposed transaction
between GE and Baker Hughes, the new NYSE listed corporation (“Newco”) will prepare and file with the SEC a registration
statement on Form S-4 that will include a combined proxy statement/prospectus of Newco and Baker Hughes (the “Combined Proxy
Statement/Prospectus”). Baker Hughes and Newco will prepare and file the Combined Proxy Statement/Prospectus with the SEC,
and Baker Hughes will mail the Combined Proxy Statement/Prospectus to its stockholders and file other documents regarding the proposed
transaction with the SEC. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus
or other documents Baker Hughes and/or Newco may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY
AMENDMENTS OR SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY BAKER HUGHES OR NEWCO WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Combined Proxy Statement/Prospectus and other documents filed with the SEC by
Baker Hughes and/or Newco through the website maintained by the SEC at www.sec.gov. Investors and security holders will also be
able to obtain free copies of the documents filed by Newco and/or Baker Hughes with the SEC on Baker Hughes’ website at http://www.bakerhughes.com
or by contacting Baker Hughes Investor Relations at alondra.oteyza@bakerhughes.com or by calling +1-713-439-8822.
No Offer or Solicitation
This communication is for informational
purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer
to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Participants in the Solicitation
GE, Baker Hughes, Newco, their respective
directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise, will be set forth in the Combined Proxy Statement/Prospectus and
other relevant materials when it is filed with the SEC. Information regarding the directors and executive officers of GE is contained
in GE’s proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on March 16, 2016, its Annual Report
on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 26, 2016, its Quarterly Report on Form
10-Q/A for the quarter ended September 30, 2016, which was filed with the SEC on November 9, 2016 and certain of its Current Reports
filed on Form 8-K. Information regarding the directors and executive officers of Baker Hughes is contained in Baker Hughes’
proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on April 11, 2016, its Annual Report on Form 10-K
for the year ended December 31, 2016, which was filed with the SEC on February 8, 2017, and certain of its Current Reports filed
on Form 8-K. These documents can be obtained free of charge from the sources indicated above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed
transaction between GE and Baker Hughes. All statements, other than historical facts, including statements regarding the
expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering
the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced revenues
and cash flow, synergies, growth potential, market profile, customers’ business plans and financial strength; the competitive
ability and position of the combined company following completion of the proposed transaction, including the projected impact on
GE’s earnings per share; oil and natural gas market conditions; costs and availability of resources; legal, economic and
regulatory conditions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking
statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified
by the words “may,” “will,” “should,” “potential,” “intend,” “expect,”
“endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target”
or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations
that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should not be regarded as a representation that such
plans, estimates or expectations will be
achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals,
may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection
with such approvals or that the required approval by the stockholders of Baker Hughes may not be obtained; (2) the risk that
the proposed transaction may not be completed in the time frame expected by GE or Baker Hughes, or at all; (3) unexpected
costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance
of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits
of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses
of GE, Baker Hughes and Newco; (6) the ability of the combined company to implement its business strategy; (7) difficulties
and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire key personnel;
(9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder
litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence
of the contemplated merger or result in significant costs of defense, indemnification and liability; (11) evolving legal,
regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions, including oil price changes;
(13) actions by third parties, including government agencies; and (14) other risk factors as detailed from time to time in
GE’s and Baker Hughes’ reports filed with the SEC, including GE’s and Baker Hughes’ annual report on Form
10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The
foregoing list of important factors is not exclusive.
Any forward-looking statements speak only
as of the date of this communication. Neither GE nor Baker Hughes undertakes any obligation to update any forward-looking statements,
whether as a result of new information or development, future events or otherwise, except as required by law. Readers are
cautioned not to place undue reliance on any of these forward-looking statements.
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