Company Posts Updated Financial Data to Reflect
the Latest Quarterly Earnings Information from GE Oil & Gas
GE (NYSE:GE) today announced that it has posted supplemental
historical financial data for its oil and gas business (“GE Oil
& Gas”). The supplemental data, which updates the GE Oil &
Gas financial data previously posted on November 7, 2016 with full
year results for 2016, will be posted on GE’s investor website
http://www.ge.com/investor-relations/ir-events/ge-4th-quarter-2016-earnings-webcast.
As previously announced on October 31, 2016, GE and Baker Hughes
(NYSE: BHI) have agreed to combine GE Oil & Gas and Baker
Hughes to create a world-leading oilfield technology provider with
a unique mix of service and equipment capabilities. By drawing from
GE technology expertise and Baker Hughes capabilities in oilfield
services, the new company will provide best-in-class physical and
digital technology solutions for customer productivity.
Under the terms of the agreement, which has been unanimously
approved by the boards of directors of both companies, at the
closing of the transaction Baker Hughes shareholders will receive a
special one-time cash dividend of $17.50 per share and 37.5% of the
new company. GE will own 62.5% of the company. The transaction is
expected to close in mid-2017.
About GE
GE (NYSE:GE) is the world’s Digital Industrial Company,
transforming industry with software-defined machines and solutions
that are connected, responsive and predictive. GE is organized
around a global exchange of knowledge, the "GE Store," through
which each business shares and accesses the same technology,
markets, structure and intellect. Each invention further fuels
innovation and application across our industrial sectors. With
people, services, technology and scale, GE delivers better outcomes
for customers by speaking the language of industry. www.ge.com
About GE Oil & Gas
GE Oil & Gas is inventing the next industrial era in the oil
and gas sector. In our labs and factories, and in the field, we
constantly push the boundaries of technology to solve today’s
toughest operational & commercial challenges. We have the
skills, knowledge and technical expertise to bring together the
physical and digital worlds to fuel the future. Follow GE Oil &
Gas on Twitter @GE_OilandGas or visit us at www.geoilandgas.com
Additional Information and Where to Find It
In connection with the proposed transaction between GE and Baker
Hughes, Bear Newco, Inc. (“Newco”) will prepare and file with the
SEC a registration statement on Form S-4 that will include a
combined proxy statement/prospectus of Newco and Baker Hughes (the
“Combined Proxy Statement/Prospectus”). Baker Hughes and Newco will
prepare and file the Combined Proxy Statement/Prospectus with the
SEC, and Baker Hughes will mail the Combined Proxy
Statement/Prospectus to its stockholders and file other documents
regarding the proposed transaction with the SEC. This communication
is not a substitute for any proxy statement, registration
statement, proxy statement/prospectus or other documents Baker
Hughes and/or Newco may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR
SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS, AND OTHER
DOCUMENTS FILED BY BAKER HUGHES OR Newco WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of the Combined Proxy Statement/Prospectus
and other documents filed with the SEC by Baker Hughes and/or Newco
through the website maintained by the SEC at www.sec.gov. Investors
and security holders will also be able to obtain free copies of the
documents filed by Newco and/or Baker Hughes with the SEC on Baker
Hughes’ website at http://www.bakerhughes.com or by contacting
Baker Hughes Investor Relations at alondra.oteyza@bakerhughes.com
or by calling +1-713-439-8822.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Participants in the Solicitation
GE, Baker Hughes, Newco, their respective directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Combined Proxy Statement/Prospectus and other relevant
materials when it is filed with the SEC. Information regarding the
directors and executive officers of GE is contained in GE’s proxy
statement for its 2016 annual meeting of stockholders, filed with
the SEC on March 16, 2016, its Annual Report on Form 10-K for the
year ended December 31, 2015, which was filed with the SEC on
February 26, 2016, its Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2016, which was filed with the SEC on
November 9, 2016 and certain of its Current Reports filed on Form
8-K. Information regarding the directors and executive officers of
Baker Hughes is contained in Baker Hughes’ proxy statement for its
2016 annual meeting of stockholders, filed with the SEC on April
11, 2016, its Annual Report on Form 10-K/A for the year ended
December 31, 2015, which was filed with the SEC on February 19,
2016, its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016 which was filed with the SEC on October 25, 2016
and certain of its Current Reports filed on Form 8-K. These
documents can be obtained free of charge from the sources indicated
above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995,
including statements regarding the proposed transaction between GE
and Baker Hughes. All statements, other than historical facts,
including statements regarding the expected timing and structure of
the proposed transaction; the ability of the parties to complete
the proposed transaction considering the various closing
conditions; the expected benefits of the proposed transaction such
as improved operations, enhanced revenues and cash flow, synergies,
growth potential, market profile, customers’ business plans and
financial strength; the competitive ability and position of the
combined company following completion of the proposed transaction,
including the projected impact on GE’s earnings per share; the
projected future financial performance of GE Oil & Gas, Baker
Hughes and Newco; oil and natural gas market conditions; costs and
availability of resources; legal, economic and regulatory
conditions; and any assumptions underlying any of the foregoing,
are forward-looking statements. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target” or
other similar words or expressions. Forward-looking statements are
based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will
be achieved. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions to
the transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the proposed transaction, may
require conditions, limitations or restrictions in connection with
such approvals or that the required approval by the stockholders of
Baker Hughes may not be obtained; (2) the risk that the proposed
transaction may not be completed in the time frame expected by GE
or Baker Hughes, or at all; (3) unexpected costs, charges or
expenses resulting from the proposed transaction; (4) uncertainty
of the expected financial performance of the combined company
following completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the proposed
transaction or integrating the businesses of GE, Baker Hughes and
Newco; (6) the ability of the combined company to implement its
business strategy; (7) difficulties and delays in achieving revenue
and cost synergies of the combined company; (8) inability to retain
and hire key personnel; (9) the occurrence of any event that could
give rise to termination of the proposed transaction; (10) the risk
that stockholder litigation in connection with the proposed
transaction or other settlements or investigations may affect the
timing or occurrence of the contemplated merger or result in
significant costs of defense, indemnification and liability; (11)
evolving legal, regulatory and tax regimes; (12) changes in general
economic and/or industry specific conditions, including oil price
changes; (13) actions by third parties, including government
agencies; and (14) other risk factors as detailed from time to time
in GE’s and Baker Hughes’ reports filed with the SEC, including
GE’s and Baker Hughes’ annual report on Form 10-K, periodic
quarterly reports on Form 10-Q, periodic current reports on Form
8-K and other documents filed with the SEC. The foregoing list of
important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170126006332/en/
GEInvestors:Matt Cribbins, +1
617-443-3400matthewg.cribbins@ge.comorMedia:Jennifer
Erickson, +1 646-682-5620jennifer.erickson@ge.com
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