Integration Updates

March 9, 2010
Pre-Close Workshops and Webinars
To ensure all BJ Services employees have a clear understanding of the combination process beginning on Day One, all BJ managers will participate in a variety of learning events. Some managers will attend pre-close workshops that will prepare them to present the new organization to their teams. To minimize pre-close disruption to our business, these participants have been kept to a minimum.
Most managers will participate via web-based workshops that will convey the same pertinent information. The intent of these workshops is to inform managers so they can share their knowledge with all employees throughout their respective regions and areas of responsibility.
Welcome Presentations
BJ Services employees will be invited to attend a welcome meeting to hear from senior-level managers about the benefits of the combined organization and what to expect in the early stages of the integration. Employees will also have the opportunity to participate in a Q&A session.
The welcome presentation will take one of three forms depending on the size of your location:
- Town hall meetings: BJ and Baker Hughes management will welcome BJ employees at the larger BJ facilities across the organization, as well as at key regional offices.
- Local meetings: A local BJ manager and a local BHI counterpart will conduct rollout presentations for employees. Some facilities may hold multiple meetings to ensure that employees, who are on rotation, working on customer jobs, are able to participate in the presentations.
- Field meetings: BJ Services employees at remote or smaller facilities will be invited to participate in rollout presentations via live webinars.
Additional details about these activities and the Together We Win campaign will be communicated over the next few weeks.
Please Remember
- Baker Hughes and BJ Services must continue to operate independently until the merger has been completed.
- All Baker Hughes and BJ Services employees must continue to report only to their current supervisor until the transaction closes.
- Safety and service quality are our top priorities. Please do your part to ensure that our operations are as safe and environmentally responsible as ever.
Please Remember
- Baker Hughes and BJ Services will continue to
operate independently until the merger has been approved
by the stockholders and is legally finalized.
- All Baker Hughes and BJ Services employees
must continue to report only to their current supervisor
until the transaction closes.
- Safety and service quality are our top
priorities. Please do your part to ensure that our
operations are as safe and environmentally responsible
as ever.
For Additional Information
Please feel free to submit questions to your respective
HR department. All frequently-asked questions and other
communications regarding the integration are available on
the transition website,
www.premieroilservices.com.
Andy O'Donnell
Dave Dunlap
Download the Printable PDF version
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, statements about
the benefits of the business combination transaction
involving Baker Hughes and BJ Services, including expected
future financial and operating results, anticipated
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 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
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 pending
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 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 Incorporated (“Baker Hughes”)
filed with the Securities and Exchange Commission (the
“SEC”) in connection with the proposed transaction with BJ
Services Company (“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.
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 proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC.
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 proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction are contained or incorporated by reference in the definitive joint proxy statement/prospectus filed with the SEC.
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Integration Updates
Frequently Asked Employee Questions
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