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/
For HalliburtonInvestors:Kelly
Youngblood, 281-871-2688Halliburton, Investor
RelationsInvestors@Halliburton.comMedia:Emily Mir,
281-871-2601Halliburton, Public
RelationsPR@Halliburton.comorFor Baker
HughesInvestors:Trey Clark, 713-439-8039Baker
Hughes, Investor Relationstrey.clark@bakerhughes.comorAlondra
Oteyza, 713-439-8822Baker Hughes, Investor
Relationsalondra.oteyza@bakerhughes.comMedia:Melanie Kania,
713-439-8303Baker Hughes, Media Relations
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