HOUSTON--(BUSINESS WIRE)--Mar. 27, 2015--
Halliburton Company (NYSE:HAL) today announced that its stockholders
approved Halliburton’s proposal to issue shares of Halliburton common
stock as contemplated by its merger agreement with Baker Hughes
Incorporated (NYSE: BHI). In addition, Baker Hughes today announced that
its stockholders adopted the merger agreement and thereby approved the
proposed combination of the two companies. Each company’s special
meeting was held earlier today.
Nearly 99% of the shares voted at Halliburton’s special meeting voted in
favor of the proposal to issue Halliburton shares. Separately, more than
98% of the shares voted at Baker Hughes’ special meeting voted in favor
of the transaction, representing more than 75% of all outstanding shares
of Baker Hughes.
“We are extremely pleased Halliburton and Baker Hughes stockholders have
shown overwhelming support by approving the pending transaction,” said
Dave Lesar, chairman and chief executive officer of Halliburton. “We are
more confident than ever that this combination will create a stronger,
more diverse organization with an unsurpassed depth and breadth of
services benefitting our stockholders, customers, employees and other
key stakeholders of both companies.”
Martin Craighead, chairman and chief executive officer of Baker Hughes
said, “Today’s results are an important milestone in our efforts to
build a global leader in oilfield services that can deliver more
benefits for customers, improved value for stockholders and more
long-term opportunities for employees. We look forward to continuing to
work collaboratively with Halliburton on the regulatory review process
and the creation of a thoughtful integration plan that combines the best
of both companies.”
The close of the transaction is expected to occur late in the second
half of 2015, and remains subject to regulatory approvals, as well as
other customary closing conditions.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest providers of
products and services to the energy industry. With approximately 80,000
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 62,000-plus employees today work in more than 80 countries
helping customers find, evaluate, drill, produce, transport and process
hydrocarbon resources. For more information about Baker Hughes, visit: www.bakerhughes.com.
Safe Harbor
The statements in this communication that are not historical statements,
including statements regarding the integration of Halliburton and Baker
Hughes, the expected benefits of the transaction, 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 Baker Hughes’s Form 10-K for
the year ended December 31, 2014, 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 trey.clark@bakerhughes.com
or alondra.oteyza@bakerhughes.com
or by phone at +1-713-439-8039 or +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 2014 annual meeting of stockholders, which was filed
with the SEC on April 8, 2014, and its Current Reports on Form 8-K filed
with the SEC on July 21, 2014 and December 9, 2014. 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
2014 annual meeting of stockholders, which was filed with the SEC on
March 5, 2014, and its Current Reports on Form 8-K filed with the SEC on
June 10, 2014, September 10, 2014 and December 10, 2014. 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.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20150327005674/en/
Source: Halliburton Company and Baker Hughes Incorporated
For Halliburton
Investors:
Kelly
Youngblood, 281-871-2688
Halliburton, Investor Relations
Investors@Halliburton.com
Media:
Emily
Mir, 281-871-2601
Halliburton, Public Relations
PR@Halliburton.com
or
For
Baker Hughes
Investors:
Trey Clark,
713-439-8039
Baker Hughes, Investor Relations
trey.clark@bakerhughes.com
or
Alondra
Oteyza, 713-439-8822
Baker Hughes, Investor Relations
alondra.oteyza@bakerhughes.com
Media:
Melanie
Kania, 713-439-8303
Baker Hughes, Media Relations
