Overview of GE Oil & Gas, Historical Financial Details and Supplemental Information on the Proposed Baker Hughes and GE Oil and Gas Transaction Made Available on Baker Hughes’ Investor Website
Baker Hughes (NYSE: BHI) today announced that it has posted a link on
its investor website (www.bakerhughes.com/investor)
to supplemental material provided by General Electric Company (NYSE: GE)
regarding the previously announced agreement to combine GE’s oil and gas
business (“GE Oil & Gas”) and Baker Hughes to create a world-leading
oilfield technology provider with a unique mix of service and equipment
capabilities. The material includes an overview of GE Oil & Gas and
historical financial details.
As previously announced on October 31, 2016, the “New” Baker Hughes will
be a leading equipment, technology and services provider in the oil and
gas industry with $32 billion of combined revenue1 and
operations in more than 120 countries. By drawing from Baker Hughes’
capabilities in oilfield services and GE technology expertise, the new
company will provide best-in-class physical and digital technology
solutions for customer productivity.
Under the terms of the agreement, which has been unanimously approved by
the boards of directors of both companies, at the closing of the
transaction Baker Hughes’ shareholders will receive a special one-time
cash dividend of $17.50 per share and 37.5% of the new company. GE will
own 62.5% of the company. The transaction is expected to close in
mid-2017.
Baker Hughes is a leading supplier of oilfield services, products,
technology and systems to the worldwide oil and natural gas industry.
The company's 34,000 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.
Additional Information and Where to Find It
In connection with the proposed transaction between GE and Baker Hughes,
the new NYSE listed corporation (“Newco”) will prepare and file with the
SEC a registration statement on Form S-4 that will include a combined
proxy statement/prospectus of Newco and Baker Hughes (the “Combined
Proxy Statement/Prospectus”). Baker Hughes and Newco will prepare and
file the Combined Proxy Statement/Prospectus with the SEC, and Baker
Hughes will mail the Combined Proxy Statement/Prospectus to its
stockholders and file other documents regarding the proposed transaction
with the SEC. This communication is not a substitute for any proxy
statement, registration statement, proxy statement/prospectus or other
documents Baker Hughes and/or Newco may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR
SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS, AND OTHER
DOCUMENTS FILED BY BAKER HUGHES OR NEWCO WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain free
copies of the Combined Proxy Statement/Prospectus and other documents
filed with the SEC by Baker Hughes and/or Newco through the website
maintained by the SEC at www.sec.gov.
Investors and security holders will also be able to obtain free copies
of the documents filed by Newco and/or Baker Hughes with the SEC on
Baker Hughes’ website at http://www.bakerhughes.com
or by contacting Baker Hughes Investor Relations at alondra.oteyza@bakerhughes.com
or by calling +1-713-439-8822.
No Offer or Solicitation
This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
GE, Baker Hughes, Newco, their respective directors, executive officers
and other members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
proxies in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, will be set forth in the Combined Proxy
Statement/Prospectus and other relevant materials when it is filed with
the SEC. Information regarding the directors and executive officers of
GE is contained in GE’s proxy statement for its 2016 annual meeting of
stockholders, filed with the SEC on March 16, 2016, its Annual Report on
Form 10-K for the year ended December 31, 2015, which was filed with the
SEC on February 26, 2016, its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2016, which was filed with the SEC on
November 2, 2016 and certain of its Current Reports filed on Form 8-K.
Information regarding the directors and executive officers of Baker
Hughes is contained in Baker Hughes’ proxy statement for its 2016 annual
meeting of stockholders, filed with the SEC on April 11, 2016, its
Annual Report on Form 10-K/A for the year ended December 31, 2015, which
was filed with the SEC on February 19, 2016, its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2016 which was filed with
the SEC on October 25, 2016 and certain of its Current Reports filed on
Form 8-K. These documents can be obtained free of charge from the
sources indicated above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that term is
defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended by the
Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction between GE and Baker Hughes. All
statements, other than historical facts, including statements regarding
the expected timing and structure of the proposed transaction; the
ability of the parties to complete the proposed transaction considering
the various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and cash
flow, synergies, growth potential, market profile, customers’ business
plans and financial strength; the competitive ability and position of
the combined company following completion of the proposed transaction,
including the projected impact on GE’s earnings per share; oil and
natural gas market conditions; costs and availability of resources;
legal, economic and regulatory conditions; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results and
other statements that are not historical facts and are sometimes
identified by the words “may,” “will,” “should,” “potential,” “intend,”
“expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,”
“underestimate,” “believe,” “could,” “project,” “predict,” “continue,”
“target” or other similar words or expressions. Forward-looking
statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a representation
that such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (1) that one or
more closing conditions to the transaction, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the proposed
transaction, may require conditions, limitations or restrictions in
connection with such approvals or that the required approval by the
stockholders of Baker Hughes may not be obtained; (2) the risk that the
proposed transaction may not be completed in the time frame expected by
GE or Baker Hughes, or at all; (3) unexpected costs, charges or expenses
resulting from the proposed transaction; (4) uncertainty of the expected
financial performance of the combined company following completion of
the proposed transaction; (5) failure to realize the anticipated
benefits of the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the businesses of GE,
Baker Hughes and Newco; (6) the ability of the combined company to
implement its business strategy; (7) difficulties and delays in
achieving revenue and cost synergies of the combined company;
(8) inability to retain and hire key personnel; (9) the occurrence of
any event that could give rise to termination of the proposed
transaction; (10) the risk that stockholder litigation in connection
with the proposed transaction or other settlements or investigations may
affect the timing or occurrence of the contemplated merger or result in
significant costs of defense, indemnification and liability;
(11) evolving legal, regulatory and tax regimes; (12) changes in general
economic and/or industry specific conditions, including oil price
changes; (13) actions by third parties, including government agencies;
and (14) other risk factors as detailed from time to time in GE’s and
Baker Hughes’ reports filed with the SEC, including GE’s and Baker
Hughes’ annual report on Form 10-K, periodic quarterly reports on Form
10-Q, periodic current reports on Form 8-K and other documents filed
with the SEC. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any obligation to
update any forward-looking statements, whether as a result of new
information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance on
any of these forward-looking statements.
1 Based on 2015 combined revenue.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161107006358/en/
Copyright Business Wire 2016