OREANDA-NEWS. July 13, 2015. Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated (NYSE:
BHI) today announced that they have entered into a timing agreement with
the Antitrust Division of the U.S. Department of Justice (DOJ) pursuant
to which both companies have agreed to extend the period for the DOJ’s
review of Halliburton’s previously announced acquisition of Baker Hughes
to the later of November 25, 2015 or 90 days after both companies have
certified substantial compliance with the DOJ’s second request. Both
Halliburton and Baker Hughes expect to certify substantial compliance
with the DOJ’s second requests, issued to each company, by mid-summer.
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 also have agreed to extend the time period
for closing of the acquisition to no later than December 1, 2015.
Halliburton and Baker Hughes continue to be in discussions with the DOJ,
the European Commission and other competition enforcement authorities
with respect to the acquisition. As previously announced, Halliburton is
currently marketing for sale its Fixed Cutter and Roller Cone Drill
Bits, Directional Drilling and Logging-While-Drilling
(LWD)/Measurement-While-Drilling (MWD) businesses. In addition,
Halliburton has shared with various competition enforcement authorities
around the world a proposal to divest additional businesses of the
companies which, together with the previously announced divestitures,
are within the scope of those contemplated by Halliburton at the time of
the transaction. There is no agreement to date with any competition
enforcement authority as to the adequacy of Halliburton’s proposal or
any alternative proposal. The parties will continue to work
constructively with all competition enforcement authorities that have
expressed an interest in the proposed transaction.
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 75,000
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 53,000 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 timing of Halliburton’s and Baker
Hughes’s compliance with the DOJ’s second requests, currently announced
and proposed divestitures, discussions with competition authorities,
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 Baker Hughes’s Form 10-K for
the year ended December 31, 2014, 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. 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.
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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