Halliburton, Baker Hughes extend closing acquisition date

By Emily Aasand | July 15, 2015

Halliburton Co. and Baker Hughes Inc. have announced they’ve entered a timing agreement with the Antitrust Division of the U.S. Department of Justice regarding an extension for the DOJ’s review of Halliburton’s previously announced acquisition of Baker Hughes to the later of November 25, 2015 or 90 days after both companies have certified substantial compliance with the DOJ’s second request. Timing agreements are often entered into in connection with large, complex transactions, and provide the DOJ additional time to review responses to its second request.

Halliburton and Baker Hughes each have several field offices located throughout North Dakota, including facilities in Williston, Minot and Dickinson.

In November, the two announced that Halliburton will acquire all the outstanding shares of Baker Hughes in a stock and cash transaction—an agreement valued at $34.6 billion. Upon the completion of the transaction, Baker Hughes stockholders will own approximately 36 percent of the combined company.

“I’m most excited about bringing together some of the best talent in the industry and I am confident that uniting our great people will be a competitive advantage for our combined organization,” said Dave Lesar, chairman and CEO of Halliburton. “We are pleased to announce this combination with Baker Hughes, which will create a bellwether global oilfield services company and offer compelling benefits for the stockholders, customers and other stakeholders, customers and other stakeholders of Baker Hughes and Halliburton. The transaction will combine the companies’ product and service capabilities to deliver an unsurpassed depth and breadth of solutions to our customers, creating a Houston-based global oilfield services champion, manufacturing and exporting technologies, and creating jobs and servicing customers around the globe.”

Under the terms of agreement, stockholders of Baker Hughes will receive a fixed exchange ratio of 1.12 Halliburton shares for each Baker Hughes share plus $19.00 in cash. Halliburton intends to finance the cash portion of the acquisition through a combination of cash on hand and fully committed debt financing, said the company.

“This brings our stockholders a significant premium and the opportunity to own a meaningful share in a larger, more competitive global company,” said Martin Craighead, chairman and CEO of Baker Hughes. “By combing two great companies that have delivered cutting-edge solutions to customers in the worldwide oil and gas industry for more than a century, we will create a new world of opportunities to advance the development of technologies for our customers. We envision a combined company capable of achieving opportunities that neither company would have realized as well—or as quickly—on its own, all while creating exciting new opportunities for employees.”

The combined company will maintain the Halliburton name and will be headquartered in Houston, Texas. Lesar will continue as chairman and CEO of the combined company, said Halliburton. Following the completion of the transaction, the combined company’s board of directors is expected to expand to 15 members, three of whom will come from the board of Baker Hughes.

“We believe that the expertise of both companies’ employees and leaders will be a competitive advantage for the combined company,” said Lesar. “Together with the people of Baker Hughes, we will establish a team to develop a detailed and thoughtful integration plan to make the post-closing transition as seamless, efficient and productive as possible. We look forward to welcoming the talented employees of Baker Hughes and are pleased they will be joining the Halliburton team.”


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