Filing
pursuant to Rule 425 under the
Securities
Act of 1933, as amended
Deemed
filed under Rule 14a-6(b) 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 infographic was made available to employees of Baker Hughes Incorporated:
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Turbomachinery and Process Solutions (TPS)
The premium partner for rotating equipment, process flow and transmission
technologies to maximize productivity and minimize risk. Our 12,000 global
employees collaborate closely with our customers and partners around the world
to innovate and deliver comprehensive mechanical-drive, compression,
power-generation and transmission solutions in 5 key segments: onshore and
offshore production, LNG, pipeline and gas processing, refinery and
petrochemical and industrial sectors.
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ROD CHRISTIE -- President and CEO, Turbomachinery and Process Solutions
[] At GE Oil and Gas, responsible for overseeing the development of all product
lines and global operations of the Turbomachinery and Process Solutions
business unit, one of the industry's most extensive portfolios for rotating
equipment, auxiliaries and full life-cycle services [] An industry veteran with
more than 30 years of international experience in the Power and Energy industry
[] Prior to joining GE, spent 15 years with Scottish Hydro Electric in a wide
range of engineering, project development and management roles
Leadership Team
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MARCO CACCAVALE
Vice President, On- and Offshore
Production
[] 20 years of experience in
Upstream, Pipeline, LNG,
Refining and Petrochemical
industries, all of them with GE
[] Responsible for driving
profitable growth of On- and
Offshore Production segment
[] Currently leading global
operations of Downstream
Products and Services
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MARIA SFERRUZZA
President, LNG and Global
Services
[] Over 20 years of oil and gas
experience covering multiple
roles from sales to operations
[] Responsible for driving growth
and profitability of LNG
segment and global TPS service
[] Currently responsible for
global TPS service strategy and
operations, including digital
services
[] Previously served as President -- Africa OandG, GM - North
America Turbomachinery
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BOB PEREZ
Vice President, Pipeline and Gas
Processing
[] Over 25 years of energy
industry experience of which half
in the Pipeline industry
[] Responsible for driving growth
and profitability of Pipeline and
Gas Processing segment
[] Currently serving as North
America Integration Leader for
BHGE
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ALBERTO MATUCCI
Vice President, Refinery and
Petrochemical
[] 20 years of experience in the
oil and gas industry
[] Responsible for driving growth
and profitability of Refinery and
Petrochemical segment
[] Previously led the global
Wellstream Flexible Pipeline
business
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LUCA MARIA ROSSI CHRISTINA ANDERSEN
Vice President, Industrial andVice President, FandPT and RC
Product Management Integrated Business Lines
[] 20 years of global industry[] 24 years with GE in Power
experience Generation and Oil and Gas
[] Responsible for the Industries
management and [] Responsible for leading Flow
competitiveness of TPS productand Process Technologies and
portfolio Reciprocating Compressors
[] Responsible for profitable business lines
growth of Industrial Segment [] Previously responsible for
running Reciprocating
Compressors and Measurement
and Sensing businesses
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MICHELE STANGARONE DAVIDE IANNUCCI
Vice President, Global Vice President, Global Projects
Commercial
[] 25 years of experience in
[] 30 years of global industry energy industry project
experience management
[] Responsible for global [] Responsible for delivery of
commercial effectiveness and global TPS customer equipment
strategic coordination of the and capital projects
global commercial operations
[] Previously led the GE Oil and
Gas Europe Region
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DAVIDE MARRANI BRIGETTE GAGE
Vice President, Global Global Sourcing Director
Manufacturing
[] More than 20 years of supply
[] More than 20 years of chain experience across 3 GE
manufacturing experience businesses: Aviation, Power and
[] Responsible of global TPSOil and Gas
manufacturing organization [] Responsible for driving lower
including 30 manufacturing cost, flexible, global and quality
sites worldwide across 15 supplier options across TPS
countries [] Prior to GE, spent 5 years at
Boeing in Tooling Engineering
PAOLO NOCCIONI MICHELE SERPI
Vice President, Global Global Quality Director
Engineering
[] More than 20 years in GE, 16
[] 25 years of experience in of which in Supply Chain
turbomachinery and systems [] Responsible for TPS global
engineering quality program
[] Responsible for Product and [] Engineering background,
Service Engineering of entire previously served as Global
TPS portfolio and Digital ThreadSourcing Leader
For functional support for Turbomachinery and Process Solutions, please refer
to functional announcements
Remember: We are 2 separate companies until close.
For a statement regarding the transaction - additional information and where to
find it:
Click here
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Additional
Information and Where to Find It
In
connection with the proposed transaction between GE and Baker Hughes, the new NYSE listed corporation (Bear Newco, Inc. or “Newco”)
has filed with the SEC a registration statement on Form S-4, including Amendments No. 1 and 2 thereto. The registration statement
was declared effective by the SEC on May 30, 2017. Newco and Baker Hughes have also filed with the SEC a definitive combined proxy
statement/prospectus (the “Combined Proxy Statement/Prospectus”) and Baker Hughes has mailed the Combined Proxy Statement/Prospectus
to its stockholders and has filed 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, 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 are 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, is set forth in the Combined
Proxy Statement/Prospectus and other relevant materials 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,
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which was filed with the SEC on May 5, 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, its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2017, which was filed with the SEC on April 28, 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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