UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2015
Cameron International Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-13884 |
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76-0451843 |
(State or Other Jurisdiction of
Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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1333 West Loop South, Suite 1700,
Houston, Texas |
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77027 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (713) 513-3300
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On November 17, 2015, Cameron International Corporation (the
Company) and Schlumberger Limited (Schlumberger N.V.) (Schlumberger) issued a joint press release announcing that the U.S. Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the HSR Act) in connection with the previously announced proposed acquisition of the Company by Schlumberger. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
The proposed transaction remains subject to Cameron stockholder approval and the satisfaction or waiver of other
customary closing conditions.
Cautionary Statement Regarding 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 Schlumbergers and Camerons 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 Camerons stockholders, the timing to consummate the proposed transaction, the ability to successfully integrate the merged businesses and other risk factors that are discussed in
Schlumbergers and Camerons most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to above, as well as each companys other filings with the SEC available at the SECs 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.
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 respect of the proposed transaction. 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, and Cameron has filed the definitive proxy
statement/prospectus on November 17, 2015. Cameron began mailing the definitive proxy statement/prospectus to Cameron stockholders on November 17, 2015. 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 Schlumbergers internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron are available free of
charge on Camerons 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 SECs 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.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated November 17, 2015, jointly issued by Schlumberger Limited and Cameron International Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: November 17, 2015 |
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CAMERON INTERNATIONAL
CORPORATION |
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By: |
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/s/ Grace B. Holmes |
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Grace B. Holmes |
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Vice President, Corporate Secretary &
Chief Governance Officer |
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Press Release, dated November 17, 2015, jointly issued by Schlumberger Limited and Cameron International Corporation |
Exhibit 99.1
Schlumberger-Cameron Merger Receives Unconditional Clearance
from U.S. Department of Justice
HOUSTON, November 17, 2015 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, at which meeting 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.
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 Schlumbergers internet website at http://www.slb.com. Copies of the documents filed with the SEC by
Cameron are available free of charge on Camerons 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 SECs 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 Schlumbergers and Camerons 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 Camerons stockholders, the timing to consummate the proposed transaction, the ability to successfully integrate the merged businesses and other risk factors that are discussed in
Schlumbergers and Camerons most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to above, as well as each companys other filings with the SEC available at the SECs 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.
For more information, contact:
Investors
Simon Farrant Schlumberger Limited, Vice
President of Investor Relations
Joy V. Domingo Schlumberger Limited, Manager of Investor Relations
Office +1 (713) 375-3535
investor-relations@slb.com
Scott Lamb Cameron, Vice President of Investor Relations
Office +1 (713) 513-3344
scott.lamb@c-a-m.com
Media
Joao Felix Schlumberger Limited, Director
of Corporate Communication
Office +1 (713) 375-3494
corporatecomms@slb.com
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