Halliburton Establishes New Product Service Line, Announces Agreement to Acquire Boots & Coots and Combine with Current Assets
10 April 2010 - 10:45AM
Business Wire
Halliburton (NYSE: HAL) and Boots & Coots (NYSE Amex: WEL)
jointly announced today that Halliburton has entered into a
definitive merger agreement to acquire all of the outstanding stock
of Boots & Coots in a stock and cash transaction.
Marc Edwards, Halliburton’s Senior Vice President of Completion
and Production, said, “Optimizing economic production levels in
both mature assets and unconventional gas resources requires
increasing levels of pressure control and well intervention. The
combination of Halliburton’s global hydraulic workover and coiled
tubing deployed technologies, together with Boots & Coots’ well
intervention and pressure control services will help us improve
full life cycle returns for our customers. This is a natural
addition to Halliburton’s extensive completion and production
enhancement portfolio, further enabling integrated project
workflows with improved reservoir recoveries.”
Following completion of the transaction, a new product service
line within Halliburton will be created to include Halliburton’s
existing coiled tubing and hydraulic workover operations and Boots
& Coots’ intervention services and pressure control business.
Boots & Coots’ management will be retained to lead
Halliburton’s Boots & Coots product service line with operating
results reported through Halliburton’s Completion and Production
reporting segment. Halliburton expects the acquisition to be
accretive in the first full year of operation.
Under the merger agreement, Boots & Coots stockholders will
receive $3.00 per share for each share of Boots & Coots common
stock they hold, comprised of $1.73 in cash and $1.27 in
Halliburton common stock, subject to election, proration features
and an exchange ratio based on Halliburton’s five-day average share
price prior to closing as further described in the merger
agreement. The Boards of Directors of both Halliburton and
Boots & Coots have approved the transaction, which is expected
to close in the summer of 2010, subject to regulatory approvals,
approval by Boots & Coots’ stockholders and other
conditions.
“Halliburton’s legacy of innovation coupled with its integrated
service capability complement Boots & Coots’ focus on
delivering a complete portfolio of pressure control and well
intervention services,” said Jerry Winchester, Boots & Coots
President and Chief Executive Officer. “Combining the
resources of both companies creates the premier intervention
company across the globe.”
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.
Forward-Looking Statements
Information set forth in this document that are not historical
statements, including statements regarding future financial
performance, the merger (including the valuation, benefits,
results, effects and timing thereof), the attributes of Boots &
Coots’ role as a subsidiary of Halliburton and whether and when the
transactions contemplated by the merger agreement will be
consummated, 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
failure to receive the approval of Boots & Coots’ stockholders;
satisfaction of the conditions to the closing of the merger; costs
and difficulties related to integration of Boots & Coots’
businesses and operations; delays, costs and difficulties relating
to the merger; results of cash/stock elections of Boots &
Coots’ stockholders; changes in the demand for or price of oil
and/or natural gas which has been significantly impacted by the
worldwide recession and the worldwide financial and credit crisis;
consequences of audits and investigations by domestic and foreign
government agencies and legislative bodies and related publicity;
potential adverse proceedings by such agencies; protection of
intellectual property rights; compliance with environmental laws;
changes in government regulations and regulatory requirements,
particularly those related to radioactive sources, explosives, and
chemicals; compliance with laws related to income taxes and
assumptions regarding the generation of future taxable income;
unsettled political conditions, war, and the effects of terrorism,
foreign operations, and foreign exchange rates and controls;
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 and Boots & Coots’ reports on
Form 10-K for the year ended December 31, 2009, recent Current
Reports on Form 8-K, and other Securities and Exchange Commission
(“SEC”) filings discuss some of the important risk factors
identified that may affect the business, results of operations, and
financial condition. Halliburton and Boots & Coots undertake no
obligation to revise or update publicly any forward-looking
statements for any reason.
Additional Information
In connection with the proposed merger, Halliburton and Boots
& Coots intend to file materials relating to the transaction
with the SEC, including a registration statement of Halliburton,
which will include a prospectus of Halliburton and a proxy
statement of Boots & Coots. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS REGARDING THE PROPOSED
MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT HALLIBURTON, BOOTS & COOTS AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the registration statement and the proxy
statement/prospectus when they are available 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).
Participants in Solicitation
Halliburton and Boots & Coots and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Boots & Coots’ stockholders in
respect of the merger. Information about these persons can be found
in Halliburton’s proxy statement relating to its 2010 Annual
Meeting of Stockholders, as filed with the SEC on April 5, 2010,
Boots & Coots’ proxy statement relating to its 2009 Annual
Meeting of Stockholders, as filed with the SEC on April 22, 2009,
and Boots & Coots’ Current Reports on Form 8-K, as filed with
the SEC on July 2, 2009 and March 5, 2010. These documents can be
obtained free of charge from the sources indicated above.
Additional information about the interests of such persons in the
solicitation of proxies in respect of the merger will be included
in the registration statement and the proxy statement/prospectus to
be filed with the SEC in connection with the proposed
transaction.
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