Schlumberger-Smith Merger Receives Unconditional Clearance from U.S. Department of Justice
July 27 2010 - 12:57PM
Business Wire
Schlumberger Ltd. (NYSE: SLB) and Smith International, Inc.
(NYSE: SII) jointly announced today that the U.S. Department of
Justice has cleared their proposed merger without any conditions,
granting early termination of the waiting period required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect
to the proposed merger. As announced yesterday, the European
Commission cleared the proposed merger under the EC Merger
Regulation on July 26, 2010 without any conditions.
The closing of the proposed merger remains subject to approval
by Smith stockholders and the satisfaction or waiver of the other
closing conditions contained in the merger agreement between the
companies. As previously announced, the 2010 annual meeting of
stockholders of Smith is scheduled for August 24, 2010, at which
meeting stockholders of Smith will consider and vote upon matters
including the proposed adoption of the agreement and plan of merger
between Smith and Schlumberger.
Subject to receipt of approval from Smith stockholders,
Schlumberger and Smith expect to close the merger on August 27,
2010. Until that time, Schlumberger and Smith will continue to
operate as separate and independent companies and continue to serve
their respective customers.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The opinions, forecasts, projections, or other
statements other than statements of historical fact, are
forward-looking statements. Neither Schlumberger nor Smith can give
any assurance that such expectations will prove to be correct.
These statements are subject to, among other things, satisfaction
of the closing conditions to the merger, the risk that the Smith
2010 annual stockholders meeting is cancelled or delayed, the risk
that the contemplated merger does not occur, negative effects from
the pendency of the merger, the ability to successfully integrate
the merged businesses and to realize expected synergies and other
risk factors that are discussed in Schlumberger’s and Smith’s most
recent Forms 10-K as well as each company’s other filings with the
SEC available at the SEC’s Internet site (http://www.sec.gov).
Actual results may differ materially from those expected, estimated
or projected.
Forward-looking statements speak only as of the date they are
made, and neither Schlumberger nor Smith undertake any obligation
to publicly update or revise any of them in light of new
information, future events or otherwise.
Additional Information
Schlumberger has filed with the SEC a registration statement on
Form S-4 containing a definitive proxy statement/prospectus of
Schlumberger and Smith and other documents related to the proposed
transaction. The registration statement has been declared effective
by the SEC and Smith intends to mail the proxy statement/prospectus
to its stockholders on or about July 27, 2010. STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
REGISTRATION STATEMENT REGARDING THE PROPOSED TRANSACTION BECAUSE
IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION,
INCLUDING DETAILED RISK FACTORS. These documents contain important
information about the proposed transaction that should be read
carefully before any decision is made with respect to the proposed
transaction. These materials are available to the shareholders of
Smith at no expense to them. Investors and security holders can
obtain the documents free of charge at the SEC’s web site,
www.sec.gov. In addition, such materials (and all other documents
filed with the SEC) are available free of charge at www.smith.com
or www.slb.com. You may also read and copy any reports, statements
and other information filed by Smith or Schlumberger with the SEC
at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330
or visit the SEC’s website for further information on its public
reference room.
Each company’s directors and executive officers and other
persons may be deemed, under SEC rules, to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding Schlumberger’s directors and
officers can be found in its proxy statement filed with the SEC on
March 4, 2010 and information regarding Smith’s directors and
officers can be found in its amendment to its annual report on Form
10-K filed with the SEC on April 30, 2010. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests in the
transaction, by security holdings or otherwise, are contained in
the definitive proxy statement/prospectus and other relevant
materials.
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