HOUSTON, Aug. 26, 2015 /PRNewswire/ -- Schlumberger
Limited (NYSE: SLB) and Cameron
(NYSE: CAM) today jointly announced a definitive merger agreement
in which the companies will combine in a stock and cash
transaction. The agreement was unanimously approved by the boards
of directors of both companies.
Under the terms of the agreement, Cameron shareholders will receive 0.716 shares
of Schlumberger common stock and a cash payment of $14.44 in exchange for each Cameron share.
Based on the closing stock prices of both companies on
August 25, 2015, the agreement places
a value of $66.36 per Cameron share, representing a 37.0% premium to
Cameron's 20-day volume weighted
average price of $48.45 per share,
and a 56.3% premium to Cameron's
most recent closing stock price of $42.47 per share. Upon closing, Cameron shareholders will own approximately
10% of Schlumberger's outstanding shares of common stock.
Schlumberger expects to realize pretax synergies of
approximately $300 million and
$600 million in the first and second
year, respectively. Initially, the synergies are primarily
related to reducing operating costs, streamlining supply chains,
and improving manufacturing processes, with a growing component of
revenue synergies in the second year and beyond. Schlumberger also
expects the combination to be accretive to earnings per share by
the end of the first year after closing.
The transaction combines two complementary technology portfolios
into a "pore-to-pipeline" products and services offering to the
global oil and gas industry. On a pro forma basis, the combined
company had 2014 revenues of $59
billion.
Paal Kibsgaard, Chairman and
Chief Executive Officer of Schlumberger remarked, "This agreement
with Cameron opens new and broader
opportunities for Schlumberger. At our investor conference in
June 2014, we highlighted how the
E&P industry must transform to deliver increased performance at
a time of range-bound commodity prices. With oil prices now at
lower levels, oilfield services companies that deliver innovative
technology and greater integration while improving efficiency,
which our customers increasingly demand, will outperform the
market.
"We believe that the next industry technical breakthrough will
be achieved through integration of Schlumberger's reservoir and
well technologies with Cameron's
leadership in surface, drilling, processing and flow control
technologies. Deep reservoir knowledge further enabled by
instrumentation, software and automation, will launch a new era of
complete drilling and production system performance.
"In addition, we will achieve significant efficiency gains
through lowering operating costs, streamlining supply chains, and
improving manufacturing processes while leveraging the Schlumberger
transformation platform. We look forward to welcoming the talented
employees of Cameron and are
pleased that they will be joining the Schlumberger team as our
fourth product group."
Jack Moore, Chairman and Chief
Executive Officer of Cameron,
added, "This exciting transaction builds on our successful
partnership with Schlumberger on OneSubsea and will position
Cameron for its next phase of
growth. For our shareholders, this combination provides significant
value, while also enabling them to own a meaningful share of
Schlumberger. Together, we will create a premier oilfield equipment
and service company with an integrated and expanded platform to
drive accelerated growth.
"By bringing together Cameron
and Schlumberger, we will be uniting two great companies with
successful track records, performance and value creation. We
look forward to working closely with Schlumberger to achieve a
seamless post-closing integration and long term value for all of
our stakeholders."
The transaction is subject to Cameron shareholders' approval, regulatory
approvals and other customary closing conditions. It is anticipated
that the closing of the transaction will occur in the first quarter
of 2016.
Goldman, Sachs & Co. is acting as financial advisor, and
Baker Botts LLP and Gibson Dunn & Crutcher LLP are serving as
legal counsel, to Schlumberger. Credit Suisse is acting as
financial advisor and Cravath, Swaine & Moore LLP is
serving as legal counsel to Cameron.
Conference Call
A conference call to discuss the above announcement will be held
on August 26, 2015 at 8:30am (US Eastern Time), 7:30am (US Central Time), 1:30pm (London
time), 2:30pm (Paris time). To access the call, which is open
to the public, please contact the conference call operator at
+1-800-398-9386 within North
America, or +1-612-234-9960 outside of North America, approximately 10 minutes prior
to the call's scheduled start time. Ask for the "Schlumberger
Conference Call." At the conclusion of the conference call, an
audio replay will be available through September 25, 2015 by dialing +1-800-475-6701
within North America, or
+1-320-365-3844 outside of North
America, and providing the access code 367663.
Following the conference call, a transaction slide presentation
will be posted on both the Schlumberger and Cameron websites at www.slb.com and
www.c-a-m.com.
The conference call will be webcast simultaneously at
www.slb.com/irwebcast on a listen-only basis. Please log in 15
minutes ahead of time to test your browser and register for the
call. A replay of the webcast will also be available at the same
web site.
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 108,000 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. The company employs over 24,000 full-time personnel and
operates in more than 300 locations around the world.
Forward-Looking Statements
This presentation includes
"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 within the meaning of the federal
securities laws. Schlumberger can give no 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 votes 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 10-Ks 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 we undertake no obligation to publicly update or revise any of
them in light of new information, future events or
otherwise.
Additional Information
This presentation 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. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC REGARDING THE TRANSACTION
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents
(when they become available) will contain important information
about the proposed transaction that should be read carefully before
any decision is made with respect to 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 (if and when available) 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 will be available free of charge on
Schlumberger's internet website at http://www.slb.com. Copies of
the documents filed with the SEC by Cameron will be 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, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
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SOURCE Cameron