HOUSTON, March 30 /PRNewswire-FirstCall/ -- Baker Hughes
Incorporated (NYSE: BHI) and BJ Services Company (NYSE: BJS) have
reached a general understanding with the Antitrust Division of the
U.S. Department of Justice regarding divestitures that will be
required as a condition to governmental approval of the pending
merger between the companies.
Pursuant to the understanding, Baker Hughes will be required
after the closing to divest two stimulation vessels (the HR
Hughes and Blue Ray) and certain other assets used to
perform sand control services in the U.S. Gulf of Mexico. The Antitrust Division
of the U.S. Department of Justice, Baker Hughes and BJ Services are
finalizing a proposed Final Judgment. The Final Judgment must
be approved by the Federal District Court in Washington, D.C. before the closing can occur.
The parties do not expect that the divestiture will be
material to the business or financial performance of the combined
company following the merger.
The special meetings of each of the Baker Hughes' and BJ
Services' stockholders will be reconvened on March 31, 2010, at 9:00
a.m. Central Daylight Time, to vote on the merger and
related matters as previously announced. Baker Hughes and BJ
Services expect to close the merger as soon as practicable in early
April following the expected approval by their stockholders at such
meetings and the Federal District Court in Washington, D.C., subject to the other closing
conditions.
Baker Hughes stockholders who have questions about this news
release or the merger should contact Investor Relations at (713)
439-8039. Baker Hughes stockholders who need assistance in
submitting their proxy or voting their shares (or changing a prior
vote of their shares) should contact Baker Hughes' proxy solicitor,
Laurel Hill Advisory Group, LLC, Attention: Eugene Louie, 2 Robbins Lane, Suite 201,
Jericho, NY 11753, (888) 742-1305,
email: elouie@laurelhillag.com.
BJ Services stockholders who have questions about this news
release or the merger should contact Investor Relations at (713)
462-4239. BJ Services stockholders who need assistance in
submitting their proxy or voting their shares (or changing a prior
vote of their shares) should contact BJ Services' proxy solicitor,
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor,
New York, NY 10022, Shareholders
Call Toll Free at (877) 825-8772, Banks and Brokers Call Collect at
(212) 750-5833.
Forward-Looking Statements
Except for the historical information set forth in this
document, the matters discussed in this document are
forward-looking statements that involve certain assumptions and
known and unknown risks, uncertainties and other factors that could
cause our actual results to differ materially. Such forward-looking
statements include, but are not limited to, whether the antitrust
authorities and the Federal District Court will give regulatory
clearance and approval to complete the merger at all or without
restrictions or conditions that would be detrimental or have a
materially adverse effect on the combined company after the merger
is completed, whether stockholder approval will be obtained and the
merger consummated, and other statements that are not historical
facts. In addition, in some jurisdictions, a competitor,
customer or other third party could initiate a private action under
the antitrust laws challenging or seeking to enjoin the merger,
before or after it is completed. Baker Hughes or BJ Services
may not prevail and may incur significant costs in defending or
settling any action under the antitrust laws. There can be no
assurance that all of the conditions to complete the merger will be
satisfied. Prior to closing, a Hold Separate Stipulation and
Order will need to be approved by the Federal District Court in
Washington, D.C., subject to the
Antitrust Procedures and Penalties Act, 15 U.S.C. Section 16.
The following additional factors, among others, could cause
actual results to differ from those set forth in the
forward-looking statements: the approval of the merger agreement by
the stockholders of both parties; the risk that the cost savings
and any other synergies from the transaction may not be realized or
take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the ability to successfully
integrate the businesses; unexpected costs or unexpected
liabilities that may arise from the transaction, whether or not
consummated; the inability to retain key personnel; continuation or
deterioration of current market conditions; the outcome of any
litigation; future regulatory or legislative actions that could
adversely affect the companies; and the business plans of the
customers of the respective parties. Additional factors that may
affect future results are contained in Baker Hughes' and BJ
Services' filings with the Securities and Exchange Commission (the
"SEC"), which are available at the SEC's web site at www.sec.gov.
Except as required by law, neither Baker Hughes nor BJ Services
intends to update or revise statements contained in these materials
based on new information, future events or otherwise.
Additional Information and Where to Find It
These materials are not a substitute for the Registration
Statement that Baker Hughes filed with the SEC in connection with
the proposed transaction with BJ Services, or the definitive joint
proxy statement/prospectus sent to security holders of Baker Hughes
and BJ Services on or about February 16,
2010 seeking their approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE
URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS DATED FEBRUARY 12,
2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES AND
BJ SERVICES ON OR ABOUT FEBRUARY 16,
2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING
DETAILED RISK FACTORS. Investors and security holders may obtain a
free copy of the proxy statement/prospectus and other documents
filed by Baker Hughes and BJ Services with the SEC at the SEC's web
site at www.sec.gov. This document does not constitute an offer to
sell, or a solicitation of an offer to buy, any shares of Baker
Hughes or BJ Services common stock.
The definitive joint proxy statement/prospectus and such other
documents (relating to Baker Hughes) may also be obtained from
Baker Hughes for free from Baker Hughes' web site at
www.bakerhughes.com/investor or by directing a request to: Baker
Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate
Secretary, or by phone at (713) 439-8600. The definitive joint
proxy statement/prospectus and such other documents (relating to BJ
Services) may also be obtained from BJ Services for free from BJ
Services' web site at www.bjservices.com or by directing a request
to: BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor
Relations, or by phone at (713) 462-4239.
BJ Services Company is a leading provider of pressure pumping,
well completion, production enhancement and pipeline services to
the petroleum industry.
Baker Hughes provides reservoir consulting, drilling, formation
evaluation, completion and production products and services to the
worldwide oil and gas industry.
Contacts for Baker
Hughes
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Contacts for BJ
Services
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Gary Flaharty
+1.713.439.8039
H. Gene Shiels
+1.713 439.8822
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Jeff Smith
+1.713.462.4239
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SOURCE Baker Hughes Incorporated