Halliburton Company (NYSE:HAL) and Baker Hughes Incorporated
(NYSE:BHI) today announced that the companies intend to vigorously
contest the U.S. Department of Justice's (DOJ) effort to block
their pending merger. The companies believe that the DOJ has
reached the wrong conclusion in its assessment of the transaction
and that its action is counterproductive, especially in the context
of the challenges the U.S. and global energy industry are currently
experiencing.
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The proposed merger of Halliburton and Baker Hughes is
pro-competitive and will allow the companies’ customers to benefit
from a more flexible, innovative, and efficient oilfield services
company. The transaction will provide customers with access to high
quality and more efficient products and services, and an
opportunity to reduce their cost per barrel of oil equivalent.
Early in the process, Halliburton proposed to the DOJ a
divestiture package worth billions of dollars that will facilitate
the entry of new competition in markets in which products and
services are being divested. Both companies strongly believe that
the proposed divestiture package, which was significantly enhanced,
is more than sufficient to address the DOJ’s specific competitive
concerns.
The companies intend to demonstrate that the DOJ has
underestimated the highly competitive nature of the oilfield
services industry, the many benefits of the proposed combination,
and the sufficiency of the divestitures. Once completed, the
transaction will allow customers to operate more cost effectively,
which is especially important now due to the state of the energy
industry and oil and gas prices.
Halliburton and Baker Hughes look forward to a full, impartial
judicial review of the pending transaction, including the
sufficiency of the proposed divestitures.
Halliburton and Baker Hughes previously agreed to extend the
time period to obtain regulatory approvals to no later than April
30, 2016, as permitted under the merger agreement. If the judicial
review extends beyond April 30, 2016, the parties may continue to
seek relevant regulatory approvals or either of the parties may
terminate the merger agreement.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
approximately 65,000 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 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 43,000 employees today work in more
than 80 countries helping customers find, evaluate, drill, produce,
transport and process hydrocarbon resources. For more information
on Baker Hughes, visit: www.bakerhughes.com.
SAFE HARBOR
The statements in this communication that are not historical
statements, including statements regarding the companies’
anticipated actions regarding the DOJ’s decision, the sufficiency
of the proposed divestitures, the anticipated benefits of the
acquisition of Baker Hughes and the expected timing of the closing
of the acquisition of Baker Hughes, 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: with respect to the Baker Hughes acquisition, the
timing to consummate the proposed transaction; the terms and timing
of divestitures undertaken to obtain required regulatory approvals;
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; with respect to the Macondo well incident, final court
approval of, and the satisfaction of the conditions in,
Halliburton’s September 2014 settlement, including the results of
any appeals of rulings in the multi-district litigation;
indemnification and insurance matters; with respect to repurchases
of Halliburton common stock, the continuation or suspension of the
repurchase program, the amount, the timing and the trading prices
of Halliburton common stock, and the availability and alternative
uses of cash; changes in the demand for or price of oil and/or
natural gas can be significantly impacted by weakness in the
worldwide economy; consequences of audits and investigations by
domestic and foreign government agencies and legislative bodies and
related publicity and potential adverse proceedings by such
agencies; protection of intellectual property rights and against
cyber-attacks; compliance with environmental laws; changes in
government regulations and regulatory requirements, particularly
those related to offshore oil and natural gas exploration,
radioactive sources, explosives, chemicals, hydraulic fracturing
services, and climate-related initiatives; compliance with laws
related to income taxes and assumptions regarding the generation of
future taxable income; risks of international operations, including
risks relating to unsettled political conditions, war, the effects
of terrorism, foreign exchange rates and controls, international
trade and regulatory controls, and doing business with national oil
companies; weather-related issues, including the effects of
hurricanes and tropical storms; changes in capital spending by
customers; delays or failures by customers to make payments owed to
us; execution of long-term, fixed-price contracts; structural
changes in the oil and natural gas industry; maintaining a highly
skilled workforce; availability and cost of raw materials; and
integration and success of acquired businesses and operations of
joint ventures. Halliburton’s Form 10-K for the year ended December
31, 2015 and other Securities and Exchange Commission filings
discuss some of the important risk factors identified that may
affect Halliburton’s business, results of operations, and financial
condition. Halliburton undertakes 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, 2015, which was filed with the
SEC on February 5, 2016, its proxy statement for its 2015 annual
meeting of stockholders, which was filed with the SEC on April 7,
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, 2015, which was filed with the SEC on
February 17, 2016, Amendment No. 1 to its Annual Report on Form
10-K for the year ended December 31, 2015, which was filed with the
SEC on February 19, 2016, 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 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/20160406005879/en/
For
HalliburtonInvestors:HalliburtonKelly Youngblood,
281-871-2688Investor
RelationsInvestors@Halliburton.comMedia:HalliburtonEmily
Mir, 281-871-2601Public
RelationsPR@Halliburton.comFor Baker
HughesInvestors:Baker HughesAlondra Oteyza,
713-439-8822Investor
Relationsalondra.oteyza@bakerhughes.comMedia:Baker
HughesMelanie Kania, 713-439-8303Media
Relationsmelanie.kania@bakerhughes.com
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