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 question and answer were made available to employees of Baker Hughes Incorporated:
Q: I saw in the proxy statement that
certain members of our executive leadership team are entitled to “golden parachute compensation.” Does this mean our
leaders do not have a role in the new company?
A: It is required under the Securities
Exchange Act to provide information about executive compensation when filing a registration statement related to a merger but this
disclosure is not a signal that a senior leader will leave the organization. The golden parachute compensation refers to an estimated
amount a Baker Hughes leadership member would be entitled to receive, either on the closing of the merger or later, upon termination
of employment.
The leadership team for the new company
has not been finalized, with the exception of the President & CEO Lorenzo Simonelli, and CFO Brian Worrell. As previously announced,
Kimberly Ross, chief financial officer, will be leaving Baker Hughes once the transaction has closed. The new leadership team will
be announced at the appropriate time.
Additional Information and Where to
Find It
In connection with the proposed transaction
between GE and Baker Hughes, on March 29, 2017, the new NYSE listed corporation (Bear Newco, Inc. or “Newco”) filed
with the SEC a registration statement on Form S-4 containing a preliminary combined proxy statement/prospectus of Newco and Baker
Hughes (the “Preliminary Combined Proxy Statement/Prospectus”). The registration statement has not yet become effective.
After the registration statement is declared effective by the SEC, Newco will file with the SEC a definitive combined proxy statement/prospectus
(the “Combined Proxy Statement/Prospectus”) 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 PRELIMINARY COMBINED PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS OR
SUPPLEMENTS TO THE PRELIMINARY COMBINED PROXY STATEMENT/PROSPECTUS, THE COMBINED PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
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 are able to obtain free copies of the Preliminary 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 2017 annual meeting of stockholders, filed with the SEC on March 8, 2017, its Annual Report
on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 24, 2017, 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 2017 annual meeting of stockholders, filed with the SEC on March 9, 2017, 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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