Halliburton and Baker Hughes Announce Termination of Merger Agreement
02 May 2016 - 10:00AM
Business Wire
Halliburton Company (NYSE:HAL) and Baker Hughes Incorporated
(NYSE:BHI) today announced that the companies have terminated the
merger agreement they entered into in November 2014, effective
April 30, 2016.
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View the full release here:
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“While both companies expected the proposed merger to result in
compelling benefits to shareholders, customers and other
stakeholders, challenges in obtaining remaining regulatory
approvals and general industry conditions that severely damaged
deal economics led to the conclusion that termination is the best
course of action,” said Dave Lesar, Chairman and Chief Executive
Officer of Halliburton. “I sincerely thank both our employees as
well as the Baker Hughes employees for their tireless efforts
throughout the regulatory review process. While disappointing,
Halliburton remains strong. We are the execution company – our
strategy, technologies and service quality are focused on helping
customers maximize production at the lowest cost and driving
industry leading growth, margins and returns.”
“Today’s outcome is disappointing because of our strong belief
in the vast potential of the business combination to deliver
benefits for shareholders, customers and both companies’
employees,” said Martin Craighead, Chairman and Chief Executive
Officer of Baker Hughes. “This was an extremely complex, global
transaction and, ultimately, a solution could not be found to
satisfy the antitrust concerns of regulators, both in the United
States and abroad. As we turn the page on this chapter, I want to
thank our customers for their patience and continued loyalty over
the past 18 months. I also want to thank the entire Baker Hughes
team for their unwavering dedication and commitment during this
process. Baker Hughes is strongly positioned to build on its
foundation and heritage as a technology innovator that
differentiates for our customers and delivers compelling value to
shareholders.”
In connection with the termination of the merger agreement,
Halliburton will pay Baker Hughes the termination fee of $3.5
billion by Wednesday, May 4, 2016.
Halliburton will discuss the termination of the merger agreement
during its previously scheduled conference call on Tuesday, May 3,
2016, at 8:00 AM Central Time (9:00 AM Eastern Time). Please visit
the website to listen to the call live via webcast. Interested
parties may also participate in the call by dialing (888) 793-5581
within North America or (973) 935-8723 outside North America. A
passcode is not required. Attendees should log in to the webcast or
dial in approximately 15 minutes prior to the call’s start
time.
About Halliburton
Founded in 1919, Halliburton is one of the world's largest
providers of products and services to the energy industry. With
over 55,000 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 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 39,000 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
NOTE: The statements in this press release that are not
historical statements, including statements regarding future
financial performance, 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 with respect to
Halliburton include, but are not limited to: 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, 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. Baker Hughes' Form 10-K/A
for the year ended December 31, 2015, recent Current Reports on
Form 8-K, and other Securities and Exchange Commission filings
discuss important risk factors that may affect Baker Hughes’
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160501005039/en/
For HalliburtonInvestors:HalliburtonLance Loeffler,
281-871-7606Investor
RelationsInvestors@Halliburton.comMedia:HalliburtonEmily
Mir, 281-871-2601Public RelationsPR@Halliburton.comFor Baker
HughesInvestors:Baker HughesAlondra Oteyza,
713-439-8822Investor
Relationsalondra.oteyza@bakerhughes.comMedia:Baker
HughesMelanie Kania, 713-439-8303Media
Relationsmelanie.kania@bakerhughes.com
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