Smith International Announces Extension of Its Exchange Offer for W-H Energy Shares and Provides Hart-Scott-Rodino Act Update
19 July 2008 - 7:56AM
Business Wire
Smith International, Inc. (�Smith�) (NYSE:SII) and W-H Energy
Services, Inc. (�W-H�) (NYSE:WHQ) today announced that Smith has
extended the expiration date of the exchange offer to acquire all
the outstanding shares of W-H common stock to 12:00 midnight, New
York City time, at the end of Monday, August 4, 2008, unless
extended further. Based on a preliminary count by the exchange
agent for the exchange offer, there were tendered and not withdrawn
2,047,293 shares of W-H common stock as of July 18, 2008. Smith and
W-H also today announced that following consultation with the
Antitrust Division of the Department of Justice (�DOJ�), Smith has
withdrawn and re-filed its Hart-Scott-Rodino notification with
respect to the exchange offer. The Hart-Scott-Rodino waiting period
will expire at 11:59 p.m. on August 18, 2008, unless early
termination of the waiting period is granted or Smith or W-H
receives a request for additional information or documentary
material. Smith remains very confident that all required regulatory
approvals will be received. Smith is a leading supplier of premium
products and services to the oil and gas exploration and production
industry through its four principal business units � M-I SWACO,
Smith Technologies, Smith Services and Wilson. W-H is a diversified
oilfield services company that provides products and services used
in connection with the drilling and completion of oil and natural
gas wells and the production of oil and natural gas. W-H has
operations in North America and select areas internationally.
Certain comments contained herein are forward-looking in nature and
are intended to constitute �forward-looking statements.� These
forward-looking statements include, without limitation, statements
regarding the consummation of the transaction, the expiration of
the Hart-Scott-Rodino waiting period and any other statements that
are not historical facts. By their nature, forward-looking
statements involve risks and uncertainties that could cause actual
results to materially differ from those anticipated in the
statements. For a discussion of additional risks and uncertainties
that could impact the companies� results, review the Smith and W-H
Annual Reports on Form 10-K for the year ended December�31, 2007
and other filings with the SEC. These risks and uncertainties
include the satisfaction of the conditions to consummate the
proposed acquisition, changes in laws or regulations and other
factors and uncertainties discussed from time to time in reports
filed by the companies with the SEC. In connection with the
exchange offer, Smith filed a registration statement on Form S-4
and a tender offer statement on Schedule�TO with the SEC on
June�24, 2008, as amended, and W-H filed a
solicitation/recommendation statement on Schedule�14D-9 on June�24,
2008, as amended. These documents contain important information
about the exchange offer that should be read carefully before any
decision is made with respect to the exchange offer. These
materials will be made available to the shareholders of W-H at no
expense to them. Investors and security holders may obtain the
documents free of charge at the SEC�s web site, www.sec.gov. In
addition, such materials (and all other documents filed with the
SEC) may be obtained free of charge at www.smith.com or
www.whes.com. You may also read and copy any reports, statements
and other information filed by Smith or W-H 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.
Copies of the exchange offer materials may also be obtained at no
charge from MacKenzie Partners, Inc., the information agent for the
exchange offer, toll-free at 1-800-322-2885.
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