HOUSTON--(BUSINESS WIRE)--Aug. 2, 2015--
Halliburton Company (NYSE: HAL) today announced that it has certified
substantial compliance with the United States Department of Justice’s
(DOJ) request for additional information (second request). Baker Hughes
Incorporated (NYSE: BHI) previously certified substantial compliance
with its second request on July 14, 2015. The companies each received
second requests from the DOJ in February 2015 in connection with
Halliburton’s pending acquisition of Baker Hughes. The second requests
were issued under the notification requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (“HSR Act”). Both
Halliburton and Baker Hughes continue to work constructively with the
DOJ on the investigation.
Halliburton also confirmed that the company’s Form CO, the standard
notification form required for merger approval by the European
Commission, was filed on July 23, 2015. On July 31, Halliburton received
notice from the Commission requesting additional information in a few
discrete areas. The Commission considers this information necessary to
complete the Form CO. Halliburton will work closely and cooperatively
with the Commission to provide this additional information in the near
future. This will then start the formal review process.
Halliburton is fully committed to a target of closing the acquisition in
late 2015, though the acquisition agreement 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.
Safe Harbor
The statements in this communication that are not historical statements,
including statements regarding whether the transaction 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 and Halliburton’s Form 10-Q for the quarter ended June
30, 2015, and Baker Hughes’s Form 10-K for the year ended December 31,
2014 and 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 and 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 and 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/20150802005037/en/
Source: Halliburton Company
Halliburton Company
For Investors:
Kelly Youngblood,
281-871-2688
Investor Relations
Investors@Halliburton.com
or
For
Media:
Emily Mir, 281-871-2601
Public Relations
PR@Halliburton.com
