Baker Hughes and BJ Services Comment on the Status of the Pending BJ Services Merger
March 15 2010 - 12:01AM
PR Newswire (US)
HOUSTON, March 15 /PRNewswire/ -- Baker Hughes and BJ Services
announced today that while they have received all the necessary
approvals from foreign jurisdictions required to close the BJ
Services merger, they have not to date received the required
approval from the Antitrust Division of the U.S. Department of
Justice ("DOJ"). The DOJ has raised issues with regard to the
overlap between the stimulation/sand control businesses of Baker
Hughes and BJ Services in the U.S. Gulf of Mexico. Both companies
have mailed a joint proxy statement/prospectus to their
stockholders for meetings to be held on March 19, 2010 for purposes
of approving the merger. However, while the parties are working in
good faith on a resolution of these issues so that the merger can
close, there is a significant likelihood that all matters will not
be finalized prior to the March 19th meetings of stockholders. If
the issues are not resolved by March 19th, Baker Hughes and BJ
Services expect to convene and then immediately adjourn the
stockholder meetings to a later date. We will disclose the final
resolution with the DOJ prior to the meeting date. The companies do
not expect any resolution to be material to the business or
financial performance of the combined company following the merger
and expect that the closing will occur shortly after the
stockholder meetings and before the end of March, subject to the
satisfaction of other closing conditions. Forward-Looking
Statements 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, whether the antitrust
authorities will give regulatory clearance to complete the merger
at all or without restrictions or conditions that would be
detrimental or have a materially adverse effect on the combined
company after the merger is completed, whether stockholder approval
will be obtained and the merger consummated, and other statements
that are not historical facts. In addition, in some jurisdictions,
a competitor, customer or other third party could initiate a
private action under the antitrust laws challenging or seeking to
enjoin the merger, before or after it is completed. Baker Hughes or
BJ Services may not prevail and may incur significant costs in
defending or settling any action under the antitrust laws. There
can be no assurance that all of the conditions to complete the
merger will be satisfied. The following additional factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: 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 Securities and Exchange
Commission (the "SEC"), which are available at the SEC's web site
at http://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. Additional Information and Where to Find It
These materials are not a substitute for the Registration Statement
that Baker Hughes filed with the SEC in connection with the
proposed transaction with 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
http://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 http://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 http://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. Participants in the Solicitation 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 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 joint proxy
statement/prospectus filed with the SEC. BJ Services Company is a
leading provider of pressure pumping, well completion, production
enhancement and pipeline services to the petroleum industry. Baker
Hughes provides reservoir consulting, drilling, formation
evaluation, completion and production products and services to the
worldwide oil and gas industry. Contacts for Baker Hughes Contacts
for BJ Services Gary Flaharty +1.713.439.8039 Jeff Smith
+1.713.462.4239 H. Gene Shiels +1.713 439.8822 DATASOURCE: Baker
Hughes Incorporated CONTACT: Gary Flaharty, +1-713-439-8039, or H.
Gene Shiels,+1-713-439-8822, both of Baker Hughes; or, Jeff Smith
of BJ Services,+1-713-462-4239 Web Site:
http://www.bakerhughes.com/
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