HOUSTON, April 27 /PRNewswire-FirstCall/ -- Baker Hughes
Incorporated (NYSE: BHI) and BJ Services Company (NYSE: BJS) have
reached a final agreement with the Antitrust Division of the U.S.
Department of Justice in connection with the governmental approval
of the pending merger between the companies.
As previously disclosed, Baker Hughes will be required after the
closing to divest two stimulation vessels (the HR Hughes and Blue
Ray) and certain other assets used to perform sand control services
in the U.S. Gulf of Mexico.
The parties do not expect that the divestiture will be
material to the business or financial performance of the combined
company following the merger. This agreement with the DOJ
includes a Proposed Final Judgment and a Hold Separate Stipulation
and Order, which have been filed with the Federal District Court in
Washington, D.C. along with other
related documents.
Having already obtained stockholder approval, Baker Hughes and
BJ Services expect to close before the end of this week following
the expected acknowledgement of the Proposed Final Judgment and
entry of the Hold Separate Order by the Federal District Court,
subject to the 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 Federal District Court will acknowledge such Proposed Final
Judgment and enter the Hold Separate Stipulation and Order 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 the
merger will be consummated, and other statements that are not
historical facts. 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 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 timing, proceeds and
impact of the DOJ required divestiture of assets used in the sand
control and stimulation services business in the U.S. Gulf of Mexico; the inability to retain key
personnel; continuation or deterioration of current market
conditions; the outcome of any 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 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 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) 439-8039. 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.
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
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Contacts for BJ
Services
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Gary Flaharty
+1.713.439.8039
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Jeff Smith
+1.713.462.4239
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H. Gene Shiels +1.713
439.8822
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SOURCE Baker Hughes Incorporated