DEAL FACTS
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Companies |
Baker Hughes Incorporated
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BJ Services Company
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Company Overviews |
Ticker Symbol |
NYSE: BHI |
NYSE: BJS |
Market Cap (as of 8/28/09) |
$ 11.80 Billion |
$ 4.51 Billion |
Most Recent Quarter Revenue
(Quarter ending 6/30/09) |
$ 2.34 Billion |
$ 0.79 Billion |
Products and Services |
Reservoir consulting, drilling, formation evaluation, completion and production products and services to the worldwide oil and gas industry |
Pressure pumping, well completion, production enhancement and pipeline services to the petroleum industry |
Markets |
Operations in over 90 countries |
Operations in over 50 countries |
Headquarters |
Houston, Texas |
Houston, Texas |
Transaction Terms |
Transaction Value |
$ 5.5 Billion |
Consideration |
BJ Services stockholders will receive 0.40035
shares of Baker Hughes and cash of $2.69 |
Premium |
16.3 %
over the closing price of BJ Services stock on Aug. 28, 2009 |
Enhances Position as Top-Tier Global Oilfield Services Company |
- Combines BJ Services’ Leading Pressure Pumping Business with Baker Hughes’ Diversified International Franchise.
- Highly complementary products and services: BJ Services broadens the Baker Hughes portfolio by adding products, technologies and talented people that are key to helping customers to unlock value in their reservoirs, particularly in unconventional gas and deepwater fields.
- Better positions Baker Hughes to drive international growth and to compete for the growing large integrated projects by incorporating pressure pumping into its product offering.
- Creates a stronger, more efficient service provider for customers worldwide by integrating pressure pumping with Baker Hughes' wide range of products and services.
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Cost Savings |
Expected annual cost savings of approximately $75 million in 2010 and $150 million in 2011. |
Approvals |
Subject to the approval of Baker Hughes’ and BJ Services’ stockholders as well as other customary approvals. |
Forward-Looking Statements
Information set forth in this document (and all oral statements made regarding the subjects of this document) contain “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Baker Hughes’ and BJ Services’ expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Baker Hughes and BJ Services, including future financial and operating results, accretion to Baker Hughes’ earnings per share arising from the transaction, the expected amount and timing of cost savings and operating synergies, whether and when the transactions contemplated by the merger agreement will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction and 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 may 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; 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 (“SEC”), which are available at the SEC’s web site http://www.sec.gov. Baker Hughes and BJ Services disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Additional Information and Where to Find It
Baker Hughes and BJ Services will file a joint proxy statement/prospectus and other documents with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING BAKER HUGHES, BJ SERVICES AND THE ACQUISITION. A definitive joint proxy statement/prospectus will be sent to security holders of Baker Hughes and BJ Services seeking their approval of the acquisition. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other documents filed by Baker Hughes and BJ Services with the SEC at the SEC’s web site at www.sec.gov. The proxy statement/prospectus and such other documents (relating to Baker Hughes) may also be obtained for free from Baker Hughes by accessing Baker Hughes’ website at www.bakerhughes.com/investor. The proxy statement/prospectus and such other documents (relating to BJ Services) may also be obtained for free from BJ Services by accessing BJ Services’ website at www.bjservices.com.
Participants in the Solicitation
Baker Hughes, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Baker Hughes’ stockholders in connection with the acquisition. Information regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy statement/prospectus when it is filed.
BJ Services, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from BJ Services’ stockholders in connection with the acquisition. Information regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy statement/prospectus when it is filed.
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