Filed by Baker Hughes Incorporated
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-6(j) of the Securities Exchange Act of 1934, as amended
Subject Company: BJ Services Company
Registration No: 333-162463

 


 

These materials are not a substitute for the Registration Statement that Baker Hughes Incorporated ( “Baker Hughes” ) filed with the Securities and Exchange Commission (the “SEC” ) in connection with the proposed transaction with BJ Services Company ( “BJ Services” ), or the definitive joint proxy statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February 16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the SEC’s web site at www.sec.gov. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock.
The definitive joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also be obtained from Baker Hughes for free from Baker Hughes’ web site at www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713) 439-8600. The definitive joint proxy statement/prospectus and such other documents (relating to BJ Services) may also be obtained from BJ Services for free from BJ Services’ web site at www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.
Baker Hughes, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Baker Hughes’ stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC.
BJ Services, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from BJ Services’ stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC.
Except for the historical information set forth in this document, the matters discussed in this document are forward-looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Baker Hughes and BJ Services, including expected future financial and operating results, anticipated accretion to Baker Hughes’ earnings per share arising from the transaction, the expected amount and timing of cost savings and operating synergies, whether and when the transactions contemplated by the merger agreement will be consummated, the new combined company’s plans and other expectations, objectives, intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction and the approval of the merger agreement by the stockholders of both parties; the risk that the cost savings and any other synergies from the transaction may not be realized or take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; the outcome of pending litigation; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Baker Hughes’ and BJ Services’ filings with the SEC, which are available at the SEC’s web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to update or revise statements contained in these materials based on new information, future events or otherwise.

 


 

CLSA Asia USA March 1, 2010

 


 

Forward-Looking Statements Information set forth in this document (and all oral statements made regarding the subjects of this document) contain "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect our expectations regarding future events without taking into account the impact of the pending transaction to acquire BJ Services Company. Such forward-looking statements include, but are not limited to, statements about our expectations regarding our business outlook and business plans, the business plans of our customers, changes in revenue, pricing, expenses, capital spending, backlogs, profitability, tax rates, strategies for our operations, impact of our common stock repurchases, oil and natural gas market conditions, market share and contract terms, costs and availability of resources, economic and regulatory conditions, and environmental matters. Our forward-looking statements are based on assumptions that we believe to be reasonable but that may not prove to be accurate. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for, crude oil and natural gas; the ability to obtain regulatory approvals for the pending transaction to acquire BJ Services Company and the approval of the transaction by stockholders; the ability to successfully integrate any acquired businesses and unexpected costs or unexpected liabilities that may arise from any transaction, whether or not consummated; the outcome of pending litigation; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect our business; and the business plans of customers. Additional factors that may affect future results are contained in our filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC's web site http://www.sec.gov. Baker Hughes disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.


 

Additional Information and Where to Find It These materials are not a substitute for the Registration Statement that Baker Hughes Incorporated ("Baker Hughes") filed with the SEC in connection with the proposed transaction with BJ Services Company ("BJ Services"), or the definitive joint proxy statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February 16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the SEC's web site at www.sec.gov. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock. The definitive joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also be obtained from Baker Hughes for free from Baker Hughes' web site at www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713) 439-8600. The definitive joint proxy statement/prospectus and such other documents (relating to BJ Services) may also be obtained from BJ Services for free from BJ Services' web site at www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.


 

Baker Hughes, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Baker Hughes' stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC. BJ Services, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from BJ Services' stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC. Except for the historical information set forth in this document, the matters discussed in this document are forward- looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Baker Hughes and BJ Services, including expected future financial and operating results, anticipated accretion to Baker Hughes' earnings per share arising from the transaction, the expected amount and timing of cost savings and operating synergies, whether and when the transactions contemplated by the merger agreement will be consummated, the new combined company's plans and other expectations, objectives, intentions and other statements that are not historical facts. The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction and the approval of the merger agreement by the stockholders of both parties; the risk that the cost savings and any other synergies from the transaction may not be realized or take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; the outcome of pending litigation; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Baker Hughes' and BJ Services' filings with the SEC, which are available at the SEC's web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to update or revise statements contained in these materials based on new information, future events or otherwise. Participants in the Solicitation


 

(c) 2009 Baker Hughes Incorporated. All Rights Reserved. 5 How We Will Achieve Differential Growth

 


 

6 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 6 How We Will Achieve Differential Growth

 


 

7 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 7 How We Will Achieve Differential Growth

 


 

Gas-Directed Drilling - A Modest Recovery Source: Baker Hughes Rig Count

 


 

(c) Baker Hughes Incorporated. All Rights Reserved. FracPoint Completion System Financial Benefits Higher initial rate of production Increased reservoir productivity with fracture control Lower operational expenses One-trip installation saves rig time Eliminates perforating and liner cementing operations Wireline and coiled tubing not required Technical Benefits Versatile system Primary and re-fracturing applications Open or cased hole and vertical or horizontal Hole sizes from 3.75" to 8.75" ID 10,000 psi / 350°F 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available 24 Stage system available

 


 

Oil Directed Drilling - A "V-shaped Recovery" Source: Baker Hughes Rig Count

 


 

(c) 2009 Baker Hughes Incorporated. All Rights Reserved. 11 Gulf of Mexico - Deep Shelf Gas Deep Gas well defined as >15,000' TVD Maximum pressure to date 34,000 psi Max bottom hole temperature to date 485 Fahrenheit Deep Gas - 20,000' - 25,000' TVD 20,000 psi / 350F 110-140 Days to TD $50 - 75 MM / well Miocene Sands 30 mmscf/day + Ultra-Deep Gas - 25,000'+ TVD >24,000 psi / > 400F > 200 days to TD $150 - $200 MM / well 70-100 MMSCF expected Lower Miocene / Eocene / Cretaceous

 


 

Deep Gas Activity McMoRan's "Davy Jones" Prospect Nautilus UltraTM and UltraTM MiniSlam wireline tools MAGMA-TEQ drilling fluids MXL long-life motors Quantec PDC bits WindowMaster G2TM whipstock system (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 12 12

 


 

CTI - Center for Technology Innovation Increase synergy through cross-BHI product line collaboration Expand Our Capability with 40,000 psi and 700° Fahrenheit test cells Focus Technology Development in Strategic Growth Markets Increase Customer Collaboration Accelerate time to market through reduced engineering prototype time Increase New Product Development Attract and Retain Top Talent A state-of-the-art facility for research and new product development

 


 

Real -Time Compaction Monitoring Reservoir compaction in GOM has caused premature completion failure Shell Strengths Compaction Experience Downhole Applications Baker Hughes Strengths Completion Design Fiber Optic Technology Collaboration Developed fiber optics system to monitor casing and/or screen deformation over time System includes casing/screen sensors ,wet connects, visualzation/interpretation software Trial Well installed in 2009 Live Well installation by end of 2010

 


 

15 Best in Class Liner Technology Industry Leading Technology Today ZXP Seal Technology Liner Drilling Technology Pushing the Envelope Steerable Liner Drilling Integrated INTEQ BHA with BOT Liner Hanger Drill and run in hole liner in same trip Includes MWD and LWD Capability First run in Q3 2009

 


 

Real-Time Drilling Optimization Downhole feedback helps drillers: Proactively manage drilling process for optimal efficiency and extended runs Increase BHA reliability Reduce drilling risks Enhance ROP Improve hole quality Minimize drillstring wear

 


 

DataBit? Service At the bit vibration analysis, optimization and Rock/Bit interface awareness and improved bit designs Stand alone, non-invasive without BHA modifications Cost effective Reduced LIH potential Distributed BHA analysis with multiple Modules

 


 

Saudi Aramco Coiled Tubing Drilling Project (c) 2009 Baker Hughes Incorpor ated. All Rights Reserve d. 18 Off-/onshore Onshore, KSA No of Rigs 2 No of Wells 10-11/yr/rig Type of Wells Re-entry horizontal Gas producers (Khuff & Pre-Khuff) Contract type Integrated Operations Project start Rig 1: Q1-10Rig 2: Q2-10 Project duration 2+1 years Est. Total Project Revenue (3 yrs) $332M CTD Rig 1 & 2 BHI’s first IO/PM project in Saudi Arabia and Middle East Flawless execution will generate PM/BHIO credibility - also for wider ME region Further technology development: Adding MagTrak capability to BHA Differentiator for pre-Kuff sandstone drilling

 


 

BHI in Iraq BHI in Iraq 300M x 400M Compound Support all BHI Products and Services 60 Beds expandable to 460 Accommodations Workshop & Warehouse Offices Chemical Blend Plant Helipad Mess Hall, Recreation, Prayer Bulk Mud Storage Basra Base Camp


 

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