Halliburton (NYSE: HAL) announced today the preliminary results
of the merger consideration elections made by stockholders of Boots
& Coots (NYSE Amex: WEL) as to the form of merger consideration
they wish to receive in connection with the acquisition of Boots
& Coots by Halliburton. Halliburton anticipates closing the
acquisition on September 17, 2010, assuming that Boots & Coots
stockholders approve the transaction at a special meeting scheduled
for September 15, 2010.
Based on available information, as of the election deadline of
5:00 p.m., New York time, on September 7, 2010, the
preliminary results of election are as follows:
-- All Cash Elections: Elections to receive 100% cash for
each share of Boots & Coots common stock were made with respect
to approximately 28.7 million shares of Boots & Coots common
stock (approximately 34.7% of the outstanding shares of Boots &
Coots common stock);
-- All Stock Elections: Elections to receive 100%
Halliburton common stock for each share of Boots & Coots common
stock were made with respect to approximately 5.0 million shares of
Boots & Coots common stock (approximately 6.0% of the
outstanding shares of Boots & Coots common stock);
-- Mixed Elections: Elections to receive a combination of
cash and Halliburton common stock for each share of Boots &
Coots common stock were made with respect to approximately 1.4
million shares of Boots & Coots common stock (approximately
1.7% of the outstanding shares of Boots & Coots common stock);
and
-- Non-Elections: No election was made with respect to
approximately 47.7 million shares of Boots & Coots common stock
(approximately 57.6% of the outstanding shares of Boots & Coots
common stock). Boots & Coots shares with respect to which no
election was made will be treated as Mixed Election shares.
Cash elections with respect to approximately 0.6 million Boots
& Coots shares and stock elections with respect to
approximately 1,000 Boots & Coots shares were made pursuant to
the notice of guaranteed delivery procedure. Merger consideration
elections with respect to Boots & Coots shares pursuant to the
notice of guaranteed delivery procedure require the delivery of
Boots & Coots stock certificates representing such shares to
the exchange agent, BNY Mellon Shareowner Services, by 5:00 p.m.,
New York time, on September 10, 2010. If the exchange agent does
not receive the required certificates or confirmation of transfer
by this guaranteed delivery deadline, the Boots & Coots shares
subject to such election will be treated as shares for which no
valid election was made.
Under the terms of the merger agreement, for each share of Boots
& Coots common stock, Boots & Coots stockholders had the
option to elect to receive consideration consisting of cash, shares
of Halliburton common stock or a combination of both, subject to a
proration feature. Subject to modification in order to achieve the
intended tax consequences of the merger as described in the proxy
statement/prospectus dated August 10, 2010, Boots & Coots
stockholders electing to receive a mix of cash and stock
consideration and non-electing stockholders will receive (1) $1.73
in cash and (2) a fraction of a share of Halliburton common stock
equal to an exchange ratio, which will be calculated by dividing
$1.27 by the volume weighted average trading price of a share of
Halliburton common stock during the five-day trading period ending
on the second full trading day immediately prior to the effective
date of the merger (the “Halliburton five-day average price”), for
each share of Boots & Coots common stock they own. Subject to
proration, (i) Boots & Coots stockholders electing to receive
all cash will receive $3.00 for each share of Boots & Coots
common stock they own and (ii) Boots & Coots stockholders
electing to receive only Halliburton common stock will receive a
fraction of a share of Halliburton common stock equal to an
exchange ratio, which will be calculated by dividing $3.00 by the
Halliburton five-day average price, for each share of Boots &
Coots common stock they own.
As stated above, the cash election and stock election of Boots
& Coots stockholders are subject to proration to reflect that
the aggregate cash consideration to be received by Boots &
Coots stockholders pursuant to the merger is fixed at an amount
equal to the product of $1.73 (subject to modification in order to
achieve the intended tax consequences of the merger) and the number
of issued and outstanding shares of Boots & Coots common stock
immediately prior to the closing of the merger (excluding certain
shares that do not convert into the right to receive the merger
consideration). As a result, Boots & Coots stockholders that
made a valid election to receive all cash or all stock
consideration may not receive the merger consideration entirely in
the form elected.
Based on the preliminary information above and the terms of the
merger agreement, and assuming no modification of the merger
consideration to achieve the intended tax consequences of the
merger and that the number of issued and outstanding shares of
Boots & Coots common stock immediately prior to the merger
equals the number of shares outstanding on September 7, 2010:
-- Boots & Coots stockholders who made valid elections to
receive all cash consideration would receive, for each share
subject to such election, approximately 67.6% of the merger
consideration in cash and the remainder in Halliburton common
stock;
-- Boots & Coots stockholders who made valid elections to
receive all stock consideration would receive, for each share
subject to such election, 100% of the consideration for their Boots
& Coots shares in Halliburton common stock;
-- Boots & Coots stockholders electing mixed cash and stock
consideration, and stockholders that failed to make a valid
election, would receive, for each share subject to such election,
$1.73 in cash and a number of Halliburton shares determined by
dividing $1.27 by the Halliburton five-day average price.
The final results of the allocation of the merger consideration
are expected to be announced on or about September 15, 2010.
Pursuant to the merger agreement, fractional shares of Halliburton
common stock will not be issued. In lieu thereof, Boots & Coots
stockholders will receive cash for their fractional share based on
the Halliburton five-day average price.
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 50,000 employees in approximately 70 countries, the
company serves the upstream oil and gas industry throughout the
life cycle 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 Web site at
www.halliburton.com.
About Boots & Coots
Boots & Coots, with its headquarters in Houston, Texas,
provides a suite of integrated pressure control services to onshore
and offshore oil and gas exploration companies around the world.
Boots & Coots’ products and services include well intervention
services designed to enhance production for oil and gas operators.
These services consist primarily of hydraulic workover and snubbing
services. Boots & Coots’ equipment services segment provides
high pressure, high temperature rental tools. The company’s
pressure control services are designed to reduce the number and
severity of critical events such as oil and gas well fires,
blowouts or other incidences due to loss of control at the well.
This segment consists primarily of the company’s Safeguard
prevention and emergency response services. Additional information
can be found at www.boots-coots.com.
NOTE: The statements in this press release that are not
historical, including statements regarding the merger, whether and
when the merger will be completed, the form of the merger
consideration to be received by Boots & Coots stockholders and
the expected date of announcement of the final results of the
allocation of the merger consideration, 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 Halliburton’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: failure to receive the approval of Boots &
Coots’ stockholders; satisfaction of the other conditions to the
closing of the merger; final results of the cash/stock elections of
Boots & Coots’ stockholders; results of litigation and
investigations; actions by third parties, including governmental
agencies; changes in the demand for or price of oil and/or natural
gas which has been significantly impacted by the worldwide
recession and by the worldwide financial and credit crisis;
consequences of audits and investigations by domestic and foreign
government agencies and legislative bodies and related publicity
and potential adverse proceedings by such agencies; indemnification
and insurance matters; protection of intellectual property rights;
compliance with environmental laws; changes in government
regulations and regulatory requirements, particularly those related
to offshore oil and 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,
and foreign exchange rates and 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;
impairment of oil and gas properties; structural changes in the oil
and natural gas industry; maintaining a highly skilled workforce;
availability of raw materials; and integration of acquired
businesses and operations of joint ventures. Halliburton’s Form
10-K for the year ended December 31, 2009, Form 10-Qs for the
quarters ended March 31, 2010 and June 30, 2010, recent
Current Reports on Form 8-K, and other Securities and Exchange
Commission (“SEC”) filings, as well as Boots & Coots’ Form
10-K for the year ended December 31, 2009, as amended, Form
10-Qs for the quarters ended March 31, 2010 and June 30,
2010, recent Current Reports on Form 8-K, and other SEC filings,
discuss some of the important risk factors identified that may
affect Halliburton’s and Boots & Coots’ business, results of
operations, and financial condition. Neither Halliburton nor Boots
& Coots undertake any obligation to revise or update publicly
any forward-looking statements for any reason.
Additional Information
In connection with Halliburton’s proposed acquisition of Boots
& Coots, Halliburton has filed with the SEC a registration
statement on Form S-4 containing a prospectus of Halliburton and a
proxy statement of Boots & Coots and other documents related to
the proposed transaction. The registration statement has been
declared effective by the SEC. Boots & Coots filed the
definitive proxy statement/prospectus with the SEC on August 11,
2010, and the proxy statement/prospectus was mailed to Boots &
Coots stockholders on August 13, 2010. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS
REGARDING THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT HALLIBURTON, BOOTS & COOTS AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy
of the registration statement, the definitive proxy
statement/prospectus and other documents containing information
about Halliburton and Boots & Coots, without charge, at the
SEC’s web site at www.sec.gov. Copies of Halliburton’s SEC filings
may also be obtained for free by directing a request to
investors@halliburton.com (Halliburton; 1-281-871-2688). Copies of
the Boots & Coots’ SEC filings may also be obtained for free by
directing a request to investorrelations@boots-coots.com (Boots
& Coots; 1-281-931-8884).
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