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 announcement was made available to employees of
Baker Hughes Incorporated:
Executive Announcement
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To:
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All Baker Hughes employees
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From:
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Derek Mathieson
, Chief Commercial Officer and Integration Leader
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Date:
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May 22, 2017
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We know that many of you have been eagerly awaiting an update
on integration planning for Baker Hughes, a GE company. We are making real progress, and today I am pleased to share with you the
design of the organization that we will adopt on the successful closure of the deal.
The right organization design for the NewCo business is critical.
We have used a set of principles that supports our strategy and embodies our ambition—to form a new player that will revolutionize
the oil and gas industry.
We are building the global structure and presence that will enable
us to ensure business continuity, minimize disruption, and achieve our customer and performance objectives. Integration and the
full organization design of the new company will start from Day 1.
Click here
for more details and to read GE Oil & Gas President and CEO Lorenzo Simonelli's announcement.
Leadership team announcements will follow in the coming weeks.
We will also provide more details on why we believe this is the right structure for us.
The organization has been designed to apply our combined global
scale to enable a powerful local impact. In numbers, that breaks down to:
·
Close to 70,000 people
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Seven Regions in more than 100 countries
·
Four Product Companies, and 24 product lines and segments
·
All making up one great company
Remember that we remain two separate companies until close and
continue to act accordingly. Thank you again for all that you are doing as we progress toward this important goal.
New FAQs address organization design
of Baker Hughes, a GE company
Additional Information and Where to Find It
In connection with the proposed transaction between
GE and Baker Hughes, on May 9, 2017, the new NYSE listed corporation (Bear Newco, Inc. or “Newco”) filed with the
SEC an amendment to the registration statement on Form S-4 originally filed on March 29, 2017, 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, 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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