Halliburton and Baker Hughes Extend the Time Period for Closing the
Transaction to No Later than April 30, 2016, as Permitted under the
Merger Agreement
Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated (NYSE:
BHI) today announced that they expect that their timing agreement with
the Antitrust Division of the U.S. Department of Justice (DOJ) will
expire without reaching a settlement or the DOJ initiating litigation at
this time to block their pending transaction. The DOJ has informed the
companies that it does not believe that the remedies offered to date are
sufficient to address the DOJ’s concerns, but acknowledged that they
would assess further proposals and look forward to continued cooperation
from the parties in their continuing investigation.
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Halliburton and Baker Hughes believe that the proposed merger is good
for the industry and customers. The merger is expected to create a
strong company and achieve substantial efficiencies enabling it to
compete aggressively to provide efficient, innovative and low-cost
services. Completion of the transaction would allow customers to operate
more cost-effectively, which is increasingly important due to the
current state of the energy industry and oil and gas prices.
Over the last year, Halliburton and Baker Hughes have engaged in
extensive and productive discussions with the DOJ regarding
Halliburton’s acquisition of Baker Hughes. The parties have responded to
numerous DOJ requests for information, producing millions of pages of
documents, providing numerous written submissions in response to
specific questions, and participating in multiple meetings with the DOJ.
As previously announced, early in the process, Halliburton proposed to
the DOJ a substantial divestiture package that would facilitate the
entry of new competition in markets in which products and services are
being divested. Both companies strongly believe that the divestiture
package, which recently was significantly enhanced to address the DOJ's
specific competitive concerns, is more than sufficient to address
concerns raised by competition authorities, including the DOJ.
The companies intend to continue their discussions with the DOJ, and
remain focused on completing the transaction as early as possible in
2016, but there is no guarantee that an agreement with the DOJ or other
competition authorities will be reached. In that regard, Halliburton and
Baker Hughes have also agreed to extend the time period for closing the
transaction to no later than April 30, 2016, as permitted under the
merger agreement, though the parties would proceed with closing prior to
such date if all relevant competition approvals have been obtained. As
previously announced, the boards of directors of both Halliburton and
Baker Hughes unanimously approved the Merger Agreement and the
stockholders of each company overwhelmingly approved the transaction.
Halliburton and Baker Hughes are also continuing to work constructively
to resolve any remaining issues with the European Commission and all
other competition enforcement authorities that have expressed an
interest in the proposed transaction. The pending acquisition has
received regulatory clearances in Canada, Colombia, Ecuador, Kazakhstan,
South Africa, and Turkey.
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,
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 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: 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, 2014, Form 10-Q for the quarter ended September 30, 2015,
recent Current Reports on Form 8-K, 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, 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 September 30, 2015, which was filed with the SEC on
October 23, 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 September 30, 2015,
which was filed with the SEC on October 21, 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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