Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice
November 17 2015 - 5:30PM
Business Wire
Schlumberger Limited (NYSE: SLB) and Cameron International
Corporation (NYSE: CAM) jointly announced today that the U.S.
Department of Justice has cleared their proposed merger without any
conditions, granting early termination of the waiting period
required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to the proposed merger.
The closing of the proposed merger remains subject to approval
by Cameron stockholders and the satisfaction or waiver of the other
closing conditions contained in the merger agreement between
Schlumberger and Cameron. As previously announced by Cameron, the
special meeting of stockholders of Cameron is scheduled for
December 17, 2015, during which stockholders of Cameron will
consider and vote upon the proposed adoption of the agreement and
plan of merger between the companies.
Subject to receipt of approval from Cameron stockholders and
satisfaction or waiver of other closing conditions contained in the
merger agreement, Schlumberger and Cameron expect to close the
merger in the first quarter of 2016. Until that time, Schlumberger
and Cameron will continue to operate as separate and independent
companies and continue to serve their respective customers.
About Schlumberger
Schlumberger is the world’s leading supplier of technology,
integrated project management and information solutions to
customers working in the oil and gas industry worldwide. Employing
approximately 105,000 people representing over 140 nationalities
and working in approximately 85 countries, Schlumberger provides
the industry’s widest range of products and services from
exploration through production.
Schlumberger Limited has principal offices in Paris, Houston,
London and The Hague, and reported revenues of $48.58 billion in
2014. For more information, visit www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products,
systems and services to worldwide oil and gas industries.
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 Schlumberger and Cameron
and may be deemed to be solicitation material. In connection with
the proposed transaction, Schlumberger has filed with the SEC a
registration statement on Form S-4, including Amendment No. 1
thereto, which was declared effective by the SEC on November 16,
2015. Cameron filed a definitive proxy statement/prospectus on
November 17, 2015, and began mailing the definitive proxy
statement/prospectus to its stockholders on that date. This
communication is not a substitute for the definitive proxy
statement/prospectus, the registration statement or any other
document Schlumberger or Cameron may file with the SEC in
connection with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER
DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY
AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These
materials will be made available to stockholders of Cameron at no
expense to them. Investors will be able to obtain free copies of
these documents and other documents filed with the SEC by
Schlumberger and/or Cameron through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Schlumberger are available free of charge on Schlumberger’s
internet website at http://www.slb.com. Copies of the documents
filed with the SEC by Cameron are available free of charge on
Cameron’s internet website at http://www.c-a-m.com. You may also
read and copy any reports, statements and other information filed
by Cameron or Schlumberger with the SEC at the SEC public reference
room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at (800) 732-0330 or visit the SEC’s
website for further information on its public reference room.
Participants in Solicitation
Cameron, Schlumberger, their respective directors and certain of
their respective executive officers may be considered, under SEC
rules, participants in the solicitation of proxies in connection
with the proposed transaction. Information about the directors and
executive officers of Schlumberger 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 January 29, 2015, and its
proxy statement for its 2015 annual meeting of stockholders, which
was filed with the SEC on February 19, 2015. Information about
the directors and executive officers of Cameron 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 20, 2015, and
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 solicitation and a description of their direct and indirect
interests in the transaction, by security holdings or otherwise, is
contained in the definitive proxy statement/prospectus and other
relevant materials filed with the SEC.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The opinions, forecasts, projections, expected
timetable for completing the proposed transaction, benefits and
synergies of the proposed transaction, future opportunities for the
combined company and products, future financial performance and any
other statements regarding Schlumberger’s and Cameron’s future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not statements
of historical fact, are forward-looking statements. Neither
Schlumberger nor Cameron can give any assurance that such
expectations will prove to have been correct. These statements are
subject to, among other things, satisfaction of the closing
conditions to the merger, the risk that the contemplated merger
does not occur, negative effects from the pendency of the merger,
the ability to successfully integrate the merged businesses and to
realize expected synergies, failure to obtain the required vote of
Cameron’s stockholders, the timing to consummate the proposed
transaction, the ability to successfully integrate the merged
businesses and other risk factors that are discussed in
Schlumberger’s and Cameron’s most recent Annual Reports on Form
10-K and the definitive proxy statement/prospectus referred to
above, as well as each company’s other filings with the SEC
available at the SEC’s Internet site (http://www.sec.gov). Actual
results may differ materially from those expected, estimated or
projected. Forward-looking statements speak only as of the date
they are made, and neither Schlumberger nor Cameron undertakes any
obligation to publicly update or revise any of them in light of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20151117007022/en/
InvestorsSimon Farrant – Schlumberger Limited, Vice
President of Investor RelationsJoy V. Domingo – Schlumberger
Limited, Manager of Investor RelationsOffice +1
(713) 375-3535investor-relations@slb.comCameronScott Lamb, +1
713-513-3344Vice President of Investor
Relationsscott.lamb@c-a-m.comMediaSchlumberger LimitedJoao
Felix, +1 713-375-3494Director of Corporate
Communicationcommunication@slb.com
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