DOJ Timing Agreement Extended Three Weeks to
December 15, 2015
Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated
(NYSE: BHI) today announced that the companies will market for sale
additional businesses in connection with Halliburton’s pending
acquisition of Baker Hughes. Pursuant to the Merger Agreement, and
in order to permit completion of Halliburton’s acquisition of Baker
Hughes, the following additional businesses are intended to be
divested: Halliburton’s expandable liner hangers business, which is
part of the company’s Completion & Production Division; Baker
Hughes’ core completions business, which includes: packers, flow
control tools, subsurface safety systems, intelligent well systems,
permanent monitoring, sand control tools and sand control screens;
the Baker Hughes sand control business in the Gulf of Mexico,
including two pressure pumping vessels; and Baker Hughes’ offshore
cementing businesses in Australia, Brazil, the Gulf of Mexico,
Norway, and the United Kingdom.
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The divestitures process for the previously announced
divestitures of Halliburton’s Fixed Cutter and Roller Cone Drill
Bits, Directional Drilling and Logging-While-Drilling
(LWD)/Measurement-While-Drilling (MWD) businesses is continuing,
and Halliburton is pleased that last Friday it received proposals
from multiple interested parties for each business.
The combined 2013 revenue associated with all of the businesses
intended to be divested was approximately $5.2 billion. The sale of
these businesses will be subject to the negotiation of acceptable
terms and conditions for the divestitures, the approval of the
divesting company’s Board of Directors, and final approval of the
Baker Hughes acquisition by competition enforcement authorities.
Halliburton anticipates that the companies will complete the sales
of these businesses in the same timeframe as, and the closing of
the divestitures would be conditioned on, the closing of the
pending Baker Hughes acquisition.
There is no agreement to date with any competition enforcement
authority as to the adequacy of the proposed divestitures. The
companies will continue to work constructively with all competition
enforcement authorities that have expressed an interest in the
proposed transaction. The pending acquisition has received
unconditional regulatory clearances in Canada, Kazakhstan, South
Africa, and Turkey.
Halliburton and Baker Hughes have also amended their timing
agreement with the Antitrust Division of the U.S. Department of
Justice (DOJ) to extend the earliest closing date by three weeks,
to the later of Dec. 15, 2015 (from the current date of Nov. 25,
2015) or 30 days following the date on which both companies have
certified final, substantial compliance with the DOJ second
request. Timing agreements are often entered into in connection
with large, complex transactions, and provide the DOJ additional
time to review responses to its second requests. In light of the
timing agreement, Halliburton and Baker Hughes have agreed to
extend the time period for closing of the acquisition pursuant to
the Merger Agreement to no later than Dec. 16, 2015. The Merger
Agreement also 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.
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 49,000 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 businesses and
geographical location of such businesses subject to divestiture,
the ability of Halliburton and Baker Hughes to negotiate acceptable
terms and conditions in connection with the divestitures, the
approval of the divestitures by the Board of Directors of
Halliburton and Baker Hughes, as applicable, whether the Baker
Hughes acquisition 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, Halliburton’s Form 10-Q
for the quarter ended June 30, 2015, Baker Hughes’s Form 10-K for
the year ended December 31, 2014, 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, 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, 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/20150928005398/en/
For
HalliburtonInvestors:Kelly Youngblood,
281-871-2688Halliburton, Investor
RelationsInvestors@Halliburton.comorMedia:Emily Mir,
281-871-2601Halliburton, Public
RelationsPR@Halliburton.comorFor Baker
HughesInvestors:Alondra Oteyza, 713-439-8822Baker
Hughes, Investor
Relationsalondra.oteyza@bakerhughes.comorMedia:Melanie
Kania, 713-439-8303Baker Hughes, Media
Relationsmelanie.kania@bakerhughes.com
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