HOUSTON, Nov. 17, 2015 /PRNewswire/ -- Schlumberger
Limited (NYSE: SLB) and Cameron International Corporation (NYSE:
CAM) 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.
The closing of the proposed merger remains subject to approval
by Cameron stockholders and the
satisfaction or waiver of the other closing conditions contained in
the merger agreement between Schlumberger and Cameron. As previously announced by
Cameron, the special meeting of
stockholders of Cameron is
scheduled for December 17, 2015,
during which stockholders of Cameron will consider and vote upon the
proposed adoption of the agreement and plan of merger between the
companies.
Subject to receipt of approval from Cameron stockholders and satisfaction or
waiver of other closing conditions contained in the merger
agreement, Schlumberger and Cameron expect to close the merger in the
first quarter of 2016. Until that time, Schlumberger and
Cameron will continue to operate
as separate and independent companies and continue to serve their
respective customers.
About Schlumberger
Schlumberger is the world's
leading supplier of technology, integrated project management and
information solutions to customers working in the oil and gas
industry worldwide. Employing approximately 105,000 people
representing over 140 nationalities and working in approximately 85
countries, Schlumberger provides the industry's widest range of
products and services from exploration through production.
Schlumberger Limited has principal offices in Paris, Houston, London and The
Hague, and reported revenues of $48.58 billion in 2014. For more information,
visit www.slb.com.
About Cameron
Cameron is a leading provider of
flow equipment products, systems and services to worldwide oil and
gas industries.
Additional Information
This communication does not
constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities or a solicitation of any vote or
approval. This communication relates to a proposed business
combination between Schlumberger and Cameron and may be deemed to be solicitation
material. In connection with the proposed transaction,
Schlumberger has filed with the SEC a registration statement on
Form S-4, including Amendment No. 1 thereto, which was declared
effective by the SEC on November 16,
2015. Cameron filed a definitive proxy statement/prospectus on
November 17, 2015, and began mailing
the definitive proxy statement/prospectus to its stockholders on
that date. This communication is not a substitute for the
definitive proxy statement/prospectus, the registration statement
or any other document Schlumberger or Cameron may file with the SEC in connection
with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER
DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY
AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These
materials will be made available to stockholders of Cameron at no expense to them. Investors will
be able to obtain free copies of these documents and other
documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Schlumberger are available free of charge on Schlumberger's
internet website at http://www.slb.com. Copies of the documents
filed with the SEC by Cameron are
available free of charge on Cameron's internet website at
http://www.c-a-m.com. You may also read and copy any reports,
statements and other information filed by Cameron 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.
Participants in Solicitation
Cameron, Schlumberger, their respective
directors and certain of their respective executive officers may be
considered, under SEC rules, participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Schlumberger is set
forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on
January 29, 2015, and its proxy statement for its 2015 annual
meeting of stockholders, which was filed with the SEC on
February 19, 2015. Information about the directors and
executive officers of Cameron is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on
February 20, 2015, and its proxy statement for its 2015 annual
meeting of stockholders, which was filed with the SEC on
March 27, 2015. These documents can be obtained free of charge
from the sources indicated above. 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, is contained in the definitive proxy
statement/prospectus and other relevant materials filed with the
SEC.
Forward-Looking Statements
This communication
contains "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, expected timetable
for completing the proposed transaction, benefits and synergies of
the proposed transaction, future opportunities for the combined
company and products, future financial performance and any other
statements regarding Schlumberger's and Cameron's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not statements of historical fact, are
forward-looking statements. Neither Schlumberger nor Cameron can give any assurance that such
expectations will prove to have been correct. These statements are
subject to, among other things, satisfaction of the closing
conditions to the merger, 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, failure to obtain the required vote of
Cameron's stockholders, the timing
to consummate the proposed transaction, the ability to successfully
integrate the merged businesses and other risk factors that are
discussed in Schlumberger's and Cameron's most recent Annual Reports on Form
10-K and the definitive proxy statement/prospectus referred to
above, 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 Cameron undertakes any obligation to publicly
update or revise any of them in light of new information, future
events or otherwise.
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SOURCE Cameron