DOJ Timing Agreement Extended Three Weeks to December 15, 2015
HOUSTON--(BUSINESS WIRE)--Sep. 28, 2015--
Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated (NYSE:
BHI) today announced that the companies will market for sale additional
businesses in connection with Halliburton’s pending acquisition of Baker
Hughes. Pursuant to the Merger Agreement, and in order to permit
completion of Halliburton’s acquisition of Baker Hughes, the following
additional businesses are intended to be divested: Halliburton’s
expandable liner hangers business, which is part of the company’s
Completion & Production Division; Baker Hughes’ core completions
business, which includes: packers, flow control tools, subsurface safety
systems, intelligent well systems, permanent monitoring, sand control
tools and sand control screens; the Baker Hughes sand control business
in the Gulf of Mexico, including two pressure pumping vessels; and Baker
Hughes’ offshore cementing businesses in Australia, Brazil, the Gulf of
Mexico, Norway, and the United Kingdom.
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The divestitures process for the previously announced divestitures of
Halliburton’s Fixed Cutter and Roller Cone Drill Bits, Directional
Drilling and Logging-While-Drilling (LWD)/Measurement-While-Drilling
(MWD) businesses is continuing, and Halliburton is pleased that last
Friday it received proposals from multiple interested parties for each
business.
The combined 2013 revenue associated with all of the businesses intended
to be divested was approximately $5.2 billion. The sale of these
businesses will be subject to the negotiation of acceptable terms and
conditions for the divestitures, the approval of the divesting company’s
Board of Directors, and final approval of the Baker Hughes acquisition
by competition enforcement authorities. Halliburton anticipates that the
companies will complete the sales of these businesses in the same
timeframe as, and the closing of the divestitures would be conditioned
on, the closing of the pending Baker Hughes acquisition.
There is no agreement to date with any competition enforcement authority
as to the adequacy of the proposed divestitures. The companies will
continue to work constructively with all competition enforcement
authorities that have expressed an interest in the proposed transaction.
The pending acquisition has received unconditional regulatory clearances
in Canada, Kazakhstan, South Africa, and Turkey.
Halliburton and Baker Hughes have also amended their timing agreement
with the Antitrust Division of the U.S. Department of Justice (DOJ) to
extend the earliest closing date by three weeks, to the later of Dec.
15, 2015 (from the current date of Nov. 25, 2015) or 30 days following
the date on which both companies have certified final, substantial
compliance with the DOJ second request. Timing agreements are often
entered into in connection with large, complex transactions, and provide
the DOJ additional time to review responses to its second requests. In
light of the timing agreement, Halliburton and Baker Hughes have agreed
to extend the time period for closing of the acquisition pursuant to the
Merger Agreement to no later than Dec. 16, 2015. The Merger Agreement
also provides that the closing can be extended into 2016, if necessary.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest providers of
products and services to the energy industry. With more than 70,000
employees, representing 140 nationalities in over 80 countries, the
company serves the upstream oil and gas industry throughout the
lifecycle of the reservoir - from locating hydrocarbons and managing
geological data, to drilling and formation evaluation, well construction
and completion, and optimizing production through the life of the field.
Visit the company’s website at www.halliburton.com.
Connect with Halliburton on Facebook,
Twitter,
LinkedIn,
Oilpro
and YouTube.
About Baker Hughes
Baker Hughes is a leading supplier of oilfield services, products,
technology and systems to the worldwide oil and natural gas industry.
The company's 49,000 employees today work in more than 80 countries
helping customers find, evaluate, drill, produce, transport and process
hydrocarbon resources. For more information on Baker Hughes, visit: www.bakerhughes.com.
Safe Harbor
The statements in this communication that are not historical statements,
including statements regarding the businesses and geographical location
of such businesses subject to divestiture, the ability of Halliburton
and Baker Hughes to negotiate acceptable terms and conditions in
connection with the divestitures, the approval of the divestitures by
the Board of Directors of Halliburton and Baker Hughes, as applicable,
whether the Baker Hughes acquisition will close and the expected timing
thereof and whether all required regulatory clearances and approvals
will be obtained, are forward-looking statements within the meaning of
the federal securities laws. These statements are subject to numerous
risks and uncertainties, many of which are beyond the company's control,
which could cause actual results to differ materially from the results
expressed or implied by the statements. These risks and uncertainties
include, but are not limited to: the timing to consummate the proposed
transaction; the conditions to closing of the proposed transaction may
not be satisfied or the closing of the proposed transaction otherwise
does not occur; the risk a regulatory approval that may be required for
the proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and results of
integrating the operations of Halliburton and Baker Hughes and the
ultimate outcome of Halliburton’s operating efficiencies applied to
Baker Hughes’s products and services; the effects of the business
combination of Halliburton and Baker Hughes, including the combined
company’s future financial condition, results of operations, strategy
and plans; expected synergies and other benefits from the proposed
transaction and the ability of Halliburton to realize such synergies and
other benefits; results of litigation, settlements, and investigations;
and other risks and uncertainties described in Halliburton’s Form 10-K
for the year ended December 31, 2014, Halliburton’s Form 10-Q for the
quarter ended June 30, 2015, Baker Hughes’s Form 10-K for the year ended
December 31, 2014, Baker Hughes’s Form 10-Q for the quarter ended June
30, 2015, recent Current Reports filed by Halliburton and Baker Hughes
on Form 8-K, and other Securities and Exchange Commission filings. These
filings also discuss some of the important risk factors identified that
may affect Halliburton's and Baker Hughes’s respective business, results
of operations and financial condition. Halliburton and Baker Hughes
undertake no obligation to revise or update publicly any forward-looking
statements for any reason.
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 Halliburton and Baker Hughes. In connection
with this proposed business combination, Halliburton has filed with the
Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4, including Amendments No. 1 and 2 thereto, and a definitive
joint proxy statement/prospectus of Halliburton and Baker Hughes and
other documents related to the proposed transaction. The registration
statement was declared effective by the SEC on February 17, 2015 and the
definitive proxy statement/prospectus has been mailed to stockholders of
Halliburton and Baker Hughes. INVESTORS AND SECURITY HOLDERS OF
HALLIBURTON AND BAKER HUGHES ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED
OR THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain free copies of these documents and other
documents filed with the SEC by Halliburton and/or Baker Hughes through
the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Halliburton are available
free of charge on Halliburton’s internet website at http://www.halliburton.com
or by contacting Halliburton’s Investor Relations Department by email at investors@Halliburton.com
or by phone at +1-281-871-2688. Copies of the documents filed with the
SEC by Baker Hughes are available free of charge on Baker Hughes’
internet website at http://www.bakerhughes.com
or by contacting Baker Hughes’ Investor Relations Department by email at alondra.oteyza@bakerhughes.com
or by phone at +1-713-439-8822.
Participants in Solicitation
Halliburton, Baker Hughes, their respective directors and certain of
their respective executive officers may be considered participants in
the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Halliburton 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 24, 2015, its proxy
statement for its 2015 annual meeting of stockholders, which was filed
with the SEC on April 7, 2015, and its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2015, which was filed with the SEC on July
24, 2015. Information about the directors and executive officers of
Baker Hughes 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 26,
2015, its proxy statement for its 2015 annual meeting of stockholders,
which was filed with the SEC on March 27, 2015, and its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2015, which was filed with
the SEC on July 23, 2015. These documents can be obtained free of charge
from the sources indicated above. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, are
contained in the proxy statement/prospectus and other relevant materials
filed with the SEC.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150928005398/en/
Source: Halliburton Company
For Halliburton
Investors:
Kelly
Youngblood, 281-871-2688
Halliburton, Investor Relations
Investors@Halliburton.com
or
Media:
Emily
Mir, 281-871-2601
Halliburton, Public Relations
PR@Halliburton.com
or
For
Baker Hughes
Investors:
Alondra Oteyza,
713-439-8822
Baker Hughes, Investor Relations
alondra.oteyza@bakerhughes.com
or
Media:
Melanie
Kania, 713-439-8303
Baker Hughes, Media Relations
melanie.kania@bakerhughes.com
