Halliburton Certifies Substantial Compliance With DOJ Second Request
August 02 2015 - 8:00PM
Business Wire
Halliburton Company (NYSE: HAL) today announced that it has
certified substantial compliance with the United States Department
of Justice’s (DOJ) request for additional information (second
request). Baker Hughes Incorporated (NYSE: BHI) previously
certified substantial compliance with its second request on July
14, 2015. The companies each received second requests from the DOJ
in February 2015 in connection with Halliburton’s pending
acquisition of Baker Hughes. The second requests were issued under
the notification requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (“HSR Act”). Both Halliburton
and Baker Hughes continue to work constructively with the DOJ on
the investigation.
Halliburton also confirmed that the company’s Form CO, the
standard notification form required for merger approval by the
European Commission, was filed on July 23, 2015. On July 31,
Halliburton received notice from the Commission requesting
additional information in a few discrete areas. The Commission
considers this information necessary to complete the Form CO.
Halliburton will work closely and cooperatively with the Commission
to provide this additional information in the near future. This
will then start the formal review process.
Halliburton is fully committed to a target of closing the
acquisition in late 2015, though the acquisition agreement provides
that the closing can be extended into 2016, if necessary.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
more than 70,000 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.
Safe Harbor
The statements in this communication that are not historical
statements, including statements regarding 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 Halliburton’s Form
10-Q for the quarter ended June 30, 2015, and Baker Hughes’s Form
10-K for the year ended December 31, 2014 and Baker Hughes’s Form
10-Q for the quarter ended June 30, 2015, 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 alondra.oteyza@bakerhughes.com or by phone at
+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 and its proxy statement for its 2015
annual meeting of stockholders, which was filed with the SEC on
April 7, 2015, and its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2015, which was filed with the SEC on July
24, 2015. 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 and its proxy statement for its 2015 annual
meeting of stockholders, which was filed with the SEC on March 27,
2015, and its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2015, which was filed with the SEC on July 23, 2015. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150802005037/en/
Halliburton CompanyFor Investors:Kelly Youngblood,
281-871-2688Investor RelationsInvestors@Halliburton.comorFor Media:Emily
Mir, 281-871-2601Public RelationsPR@Halliburton.com
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