- Offers new growth opportunities by
creating the industry’s first complete drilling and production
systems
- Integrates complementary downhole and
surface offerings through software optimization and automation
- Total transaction value of $14.8
billion as of August 25, 2015
- Cameron shareholders to receive 0.716
Schlumberger shares and $14.44 in cash for each share of
Cameron
- Transaction expected to be accretive to
Schlumberger earnings per share in first year after closing
- Combined company expects $300 million
and $600 million in synergies in first and second years
Schlumberger Limited (NYSE: SLB) and Cameron (NYSE: CAM) today
jointly announced a definitive merger agreement in which the
companies will combine in a stock and cash transaction. The
agreement was unanimously approved by the boards of directors of
both companies.
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Under the terms of the agreement, Cameron shareholders will
receive 0.716 shares of Schlumberger common stock and a cash
payment of $14.44 in exchange for each Cameron share.
Based on the closing stock prices of both companies on August
25, 2015, the agreement places a value of $66.36 per Cameron share,
representing a 37.0% premium to Cameron’s 20-day volume weighted
average price of $48.45 per share, and a 56.3% premium to Cameron’s
most recent closing stock price of $42.47 per share. Upon closing,
Cameron shareholders will own approximately 10% of Schlumberger’s
outstanding shares of common stock.
Schlumberger expects to realize pretax synergies of
approximately $300 million and $600 million in the first and second
year, respectively. Initially, the synergies are primarily related
to reducing operating costs, streamlining supply chains, and
improving manufacturing processes, with a growing component of
revenue synergies in the second year and beyond. Schlumberger also
expects the combination to be accretive to earnings per share by
the end of the first year after closing.
The transaction combines two complementary technology portfolios
into a “pore-to-pipeline” products and services offering to the
global oil and gas industry. On a pro forma basis, the combined
company had 2014 revenues of $59 billion.
Paal Kibsgaard, Chairman and Chief Executive Officer of
Schlumberger remarked, “This agreement with Cameron opens new and
broader opportunities for Schlumberger. At our investor conference
in June 2014, we highlighted how the E&P industry must
transform to deliver increased performance at a time of range-bound
commodity prices. With oil prices now at lower levels, oilfield
services companies that deliver innovative technology and greater
integration while improving efficiency, which our customers
increasingly demand, will outperform the market.
“We believe that the next industry technical breakthrough will
be achieved through integration of Schlumberger’s reservoir and
well technologies with Cameron’s leadership in surface, drilling,
processing and flow control technologies. Deep reservoir knowledge
further enabled by instrumentation, software and automation, will
launch a new era of complete drilling and production system
performance.
“In addition, we will achieve significant efficiency gains
through lowering operating costs, streamlining supply chains, and
improving manufacturing processes while leveraging the Schlumberger
transformation platform. We look forward to welcoming the talented
employees of Cameron and are pleased that they will be joining the
Schlumberger team as our fourth product group.”
Jack Moore, Chairman and Chief Executive Officer of Cameron,
added, “This exciting transaction builds on our successful
partnership with Schlumberger on OneSubsea and will position
Cameron for its next phase of growth. For our shareholders, this
combination provides significant value, while also enabling them to
own a meaningful share of Schlumberger. Together, we will create a
premier oilfield equipment and service company with an integrated
and expanded platform to drive accelerated growth.
“By bringing together Cameron and Schlumberger, we will be
uniting two great companies with successful track records,
performance and value creation. We look forward to working closely
with Schlumberger to achieve a seamless post-closing integration
and long term value for all of our stakeholders.”
The transaction is subject to Cameron shareholders’ approval,
regulatory approvals and other customary closing conditions. It is
anticipated that the closing of the transaction will occur in the
first quarter of 2016.
Goldman, Sachs & Co. is acting as financial advisor, and
Baker Botts LLP and Gibson Dunn & Crutcher LLP are serving as
legal counsel, to Schlumberger. Credit Suisse is acting as
financial advisor and Cravath, Swaine & Moore LLP is
serving as legal counsel to Cameron.
Conference Call
A conference call to discuss the above announcement will be held
on August 26, 2015 at 8:30am (US Eastern Time), 7:30am (US Central
Time), 1:30pm (London time), 2:30pm (Paris time). To access the
call, which is open to the public, please contact the conference
call operator at +1-800-398-9386 within North America, or
+1-612-234-9960 outside of North America, approximately 10 minutes
prior to the call’s scheduled start time. Ask for the “Schlumberger
Conference Call.” At the conclusion of the conference call, an
audio replay will be available through September 25, 2015 by
dialing +1-800-475-6701 within North America, or +1-320-365-3844
outside of North America, and providing the access code 367663.
Following the conference call, a transaction slide presentation
will be posted on both the Schlumberger and Cameron websites at
www.slb.com and www.c-a-m.com.
The conference call will be webcast simultaneously at
www.slb.com/irwebcast on a listen-only basis. Please log in 15
minutes ahead of time to test your browser and register for the
call. A replay of the webcast will also be available at the same
web site.
About Schlumberger
Schlumberger is the world’s leading supplier of technology,
integrated project management and information solutions to
customers working in the oil and gas industry worldwide. Employing
approximately 108,000 people representing over 140 nationalities
and working in approximately 85 countries, Schlumberger provides
the industry’s widest range of products and services from
exploration through production.
Schlumberger Limited has principal offices in Paris, Houston,
London and The Hague, and reported revenues of $48.58 billion in
2014. For more information, visit www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products,
systems and services to worldwide oil and gas industries. The
company employs over 24,000 full-time personnel and operates in
more than 300 locations around the world.
Forward-Looking Statements
This presentation includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The opinions, forecasts, projections, expected timetable
for completing the proposed transaction, benefits and synergies of
the proposed transaction, future opportunities for the combined
company and products, future financial performance and any other
statements regarding Schlumberger’s and Cameron’s future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not statements
of historical fact, are forward-looking statements within the
meaning of the federal securities laws. Schlumberger can give no
assurance that such expectations will prove to have been correct.
These statements are subject to, among other things, satisfaction
of the closing conditions to the merger, the risk that the
contemplated merger does not occur, negative effects from the
pendency of the merger, the ability to successfully integrate the
merged businesses and to realize expected synergies, failure to
obtain the required votes of Cameron’s stockholders, the timing to
consummate the proposed transaction, the ability to successfully
integrate the merged businesses and other risk factors that are
discussed in Schlumberger’s and Cameron’s most recent 10-Ks as well
as each company’s other filings with the SEC available at the SEC’s
Internet site (http://www.sec.gov). Actual results may differ
materially from those expected, estimated or projected.
Forward-looking statements speak only as of the date they are made,
and we undertake no obligation to publicly update or revise any of
them in light of new information, future events or otherwise.
Additional Information
This presentation 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. STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC REGARDING THE
TRANSACTION CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These
documents (when they become available) will contain important
information about the proposed transaction that should be read
carefully before any decision is made with respect to the proposed
transaction. These materials will be made available to stockholders
of Cameron at no expense to them. Investors will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by Schlumberger and/or Cameron through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by Schlumberger will be available
free of charge on Schlumberger’s internet website at
http://www.slb.com. Copies of the documents filed with the SEC by
Cameron will be available free of charge on Cameron’s internet
website at http://www.c-a-m.com. You may also read and copy any
reports, statements and other information filed by Cameron or
Schlumberger with the SEC at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SEC’s website for further
information on its public reference room.
Participants in Solicitation
Cameron, Schlumberger, their respective directors and certain of
their respective executive officers may be considered, under SEC
rules, participants in the solicitation of proxies in connection
with the proposed transaction. Information about the directors and
executive officers of Schlumberger 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 January 29, 2015, and its proxy statement for
its 2015 annual meeting of stockholders, which was filed with the
SEC on February 19, 2015. Information about the directors and
executive officers of Cameron 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 20, 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 solicitation and a description of
their direct and indirect interests in the transaction, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
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Schlumberger LimitedInvestorsSimon Farrant –
Schlumberger Limited, Vice President of Investor RelationsJoy V.
Domingo – Schlumberger Limited, Manager of Investor RelationsOffice
+1 (713) 375-3535investor-relations@slb.comScott Lamb – Cameron,
Vice President of Investor RelationsOffice +1 (713)
513-3344scott.lamb@c-a-m.comMediaJoao Felix – Schlumberger
Limited, Director of Corporate CommunicationOffice + 1 (713)
375-3494corporatecomms@slb.com
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