HOUSTON--(BUSINESS WIRE)--Jul. 25, 2013--
Halliburton (NYSE: HAL) announced today that it is commencing a modified
“Dutch auction” tender offer to repurchase shares of its common stock
for an aggregate purchase price of up to $3.3 billion.
Pursuant to the tender offer, company stockholders may tender all or a
portion of their shares (1) at a price specified by the tendering
stockholder of not less than $42.50 and not more than $48.50 per share
or (2) without specifying a purchase price, in which case their shares
will be purchased at the purchase price determined in accordance with
the tender offer. When the tender offer expires, Halliburton will
determine the lowest price within the range of prices specified above
(the “purchase price”) enabling Halliburton to purchase up to $3.3
billion in the aggregate of its common stock. Stockholders will receive
the purchase price in cash, subject to applicable withholding and
without interest, for shares tendered at prices equal to or less than
the purchase price, subject to the conditions of the tender offer,
including the provisions relating to proration, “odd lot” priority and
conditional tenders in the event that the aggregate cost to purchase all
of the shares validly tendered and not validly withdrawn at or below the
purchase price exceeds $3.3 billion. These provisions are described in
the Offer to Purchase and in the Letter of Transmittal relating to the
tender offer that will be distributed to stockholders. All shares
purchased by Halliburton will be purchased at the same price. All shares
tendered at prices higher than the purchase price will be promptly
returned to stockholders.
The tender offer will not be conditioned upon any minimum number of
shares being tendered; however, the tender offer will be subject to a
number of other terms and conditions, including a financing condition,
specified in the Offer to Purchase. The tender offer will expire at
11:59 p.m., New York City time, on August 22, 2013, unless extended or
terminated by Halliburton. Tenders of shares must be made prior to the
expiration of the tender offer and may be withdrawn at any time prior to
the expiration of the tender offer. Stockholders wishing to tender their
shares but who are unable to deliver them physically or by book-entry
transfer prior to the expiration of the tender offer, or who are unable
to make delivery of all required documents to the depositary prior to
the expiration of the tender offer, may tender their shares by complying
with the procedures set forth in the Offer to Purchase for tendering by
notice of guaranteed delivery. Georgeson Inc. will serve as information
agent for the tender offer. Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities LLC are serving as lead dealer managers, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated is acting as co-dealer
manager. Computershare Trust Company, N.A. is acting as the depositary
for the tender offer.
Halliburton’s board of directors has approved the tender offer. However,
none of the company, the company’s board of directors, the dealer
managers, the information agent or the depositary makes any
recommendation to stockholders as to whether to tender or refrain from
tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. No person is authorized
to make any such recommendation. Stockholders must make their own
decision as to whether to tender their shares and, if so, how many
shares to tender and the price or prices at which their shares should be
tendered. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to Purchase
and in the Letter of Transmittal (as they may be amended or
supplemented), including the purposes and effects of the offer.
Stockholders are urged to discuss their decisions with their own tax
advisors, financial advisors and/or brokers.
News Release for Informational Purposes Only
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
Halliburton’s common stock. The offer is being made solely by the Offer
to Purchase and the related Letter of Transmittal, as they may be
amended or supplemented. Stockholders and investors are urged to read
Halliburton’s tender offer statement on Schedule TO to be filed tomorrow
with the Securities and Exchange Commission in connection with the
tender offer, which will include as exhibits the Offer to Purchase, the
related Letter of Transmittal and other offer materials, as well as any
amendments or supplements to the Schedule TO when they become available,
because they contain important information. Each of these documents will
be filed with the Securities and Exchange Commission, and investors may
obtain them for free from the Securities and Exchange Commission at its
website (www.sec.gov)
or from Georgeson Inc., the information agent for the tender offer, by
telephone at: (888) 293-6812 (toll-free), or in writing to: 480
Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or halliburton@georgeson.com.
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 75,000
employees, representing 140 nationalities in approximately 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.
NOTE: The statements in this press release that are not historical
statements, including statements regarding completion of the tender
offer, 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, including but not limited to
Halliburton’s ability to satisfy the financing condition. Halliburton's
Form 10-K for the year ended December 31, 2012, Form 10-Q for the
quarter ended March 31, 2013, recent Current Reports on Form 8-K, 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.
Source: Halliburton
Halliburton, Investor Relations
Kelly Youngblood, 281-871-2688
investors@halliburton.com
or
Halliburton,
Corporate Affairs
Beverly Blohm Stafford, 281-871-2601
PR@halliburton.com
