HOUSTON--(BUSINESS WIRE)--Apr. 6, 2016--
Halliburton Company (NYSE:HAL) and Baker Hughes Incorporated (NYSE:BHI)
today announced that the companies intend to vigorously contest the U.S.
Department of Justice's (DOJ) effort to block their pending merger. The
companies believe that the DOJ has reached the wrong conclusion in its
assessment of the transaction and that its action is counterproductive,
especially in the context of the challenges the U.S. and global energy
industry are currently experiencing.
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The proposed merger of Halliburton and Baker Hughes is pro-competitive
and will allow the companies’ customers to benefit from a more flexible,
innovative, and efficient oilfield services company. The transaction
will provide customers with access to high quality and more efficient
products and services, and an opportunity to reduce their cost per
barrel of oil equivalent.
Early in the process, Halliburton proposed to the DOJ a divestiture
package worth billions of dollars that will facilitate the entry of new
competition in markets in which products and services are being
divested. Both companies strongly believe that the proposed divestiture
package, which was significantly enhanced, is more than sufficient to
address the DOJ’s specific competitive concerns.
The companies intend to demonstrate that the DOJ has underestimated the
highly competitive nature of the oilfield services industry, the many
benefits of the proposed combination, and the sufficiency of the
divestitures. Once completed, the transaction will allow customers to
operate more cost effectively, which is especially important now due to
the state of the energy industry and oil and gas prices.
Halliburton and Baker Hughes look forward to a full, impartial judicial
review of the pending transaction, including the sufficiency of the
proposed divestitures.
Halliburton and Baker Hughes previously agreed to extend the time period
to obtain regulatory approvals to no later than April 30, 2016, as
permitted under the merger agreement. If the judicial review extends
beyond April 30, 2016, the parties may continue to seek relevant
regulatory approvals or either of the parties may terminate the merger
agreement.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest providers of
products and services to the energy industry. With approximately 65,000
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
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 43,000 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 companies’ anticipated actions
regarding the DOJ’s decision, the sufficiency of the proposed
divestitures, the anticipated benefits of the acquisition of Baker
Hughes and the expected timing of the closing of the acquisition of
Baker Hughes, 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: with respect to the Baker Hughes
acquisition, the timing to consummate the proposed transaction; the
terms and timing of divestitures undertaken to obtain required
regulatory approvals; 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; with respect to the Macondo well
incident, final court approval of, and the satisfaction of the
conditions in, Halliburton’s September 2014 settlement, including the
results of any appeals of rulings in the multi-district litigation;
indemnification and insurance matters; with respect to repurchases of
Halliburton common stock, the continuation or suspension of the
repurchase program, the amount, the timing and the trading prices of
Halliburton common stock, and the availability and alternative uses of
cash; changes in the demand for or price of oil and/or natural gas can
be significantly impacted by weakness in the worldwide economy;
consequences of audits and investigations by domestic and foreign
government agencies and legislative bodies and related publicity and
potential adverse proceedings by such agencies; protection of
intellectual property rights and against cyber-attacks; compliance with
environmental laws; changes in government regulations and regulatory
requirements, particularly those related to offshore oil and natural gas
exploration, radioactive sources, explosives, chemicals, hydraulic
fracturing services, and climate-related initiatives; compliance with
laws related to income taxes and assumptions regarding the generation of
future taxable income; risks of international operations, including
risks relating to unsettled political conditions, war, the effects of
terrorism, foreign exchange rates and controls, international trade and
regulatory controls, and doing business with national oil companies;
weather-related issues, including the effects of hurricanes and tropical
storms; changes in capital spending by customers; delays or failures by
customers to make payments owed to us; execution of long-term,
fixed-price contracts; structural changes in the oil and natural gas
industry; maintaining a highly skilled workforce; availability and cost
of raw materials; and integration and success of acquired businesses and
operations of joint ventures. Halliburton’s Form 10-K for the year ended
December 31, 2015 and other Securities and Exchange Commission filings
discuss some of the important risk factors identified that may affect
Halliburton’s business, results of operations, and financial condition.
Halliburton undertakes 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, 2015, which was filed with the SEC on February 5, 2016, its proxy
statement for its 2015 annual meeting of stockholders, which was filed
with the SEC on April 7, 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, 2015, which was filed with the
SEC on February 17, 2016, Amendment No. 1 to its Annual Report on Form
10-K for the year ended December 31, 2015, which was filed with the SEC
on February 19, 2016, 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
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/20160406005879/en/
Source: Halliburton Company
For Halliburton
Investors:
Halliburton
Kelly
Youngblood, 281-871-2688
Investor Relations
Investors@Halliburton.com
Media:
Halliburton
Emily
Mir, 281-871-2601
Public Relations
PR@Halliburton.com
For
Baker Hughes
Investors:
Baker Hughes
Alondra
Oteyza, 713-439-8822
Investor Relations
alondra.oteyza@bakerhughes.com
Media:
Baker
Hughes
Melanie Kania, 713-439-8303
Media Relations
melanie.kania@bakerhughes.com
