Baker Hughes Incorporated (NYSE:BHI) and General Electric Company
(NYSE:GE) announced today that they have reached an agreement with the
Department of Justice that would allow the parties to complete their
proposed transaction under U.S. law. Today’s milestone represents
significant progress toward creating an oil and gas productivity leader
positioned to deliver value for customers, employees and shareholders.
Pursuant to a proposed consent decree filed today in District Court in
Washington, D.C., GE has agreed that it will divest its GE Water &
Process Technologies business (“GE Water”) after closing the Baker
Hughes transaction. GE announced in March that it had agreed to sell GE
Water to Suez for $3.4 billion. No other remedies are required by
today’s proposed consent decree.
The companies also recently received clearance from the European
Commission to complete the transaction without conditions, and Baker
Hughes scheduled its shareholders vote for June 30. We look forward to
completing our transaction and continue to target a mid-year close.
About Baker Hughes
Baker Hughes is a leading supplier of oilfield services, products,
technology and systems to the worldwide oil and natural gas industry.
The company’s 32,000 employees today work in more than 80 countries
helping customers find, evaluate, drill, produce, transport and process
hydrocarbon resources. For more information about Baker Hughes, visit: www.bakerhughes.com.
About GE
GE is the world’s Digital Industrial Company, transforming industry with
software-defined machines and solutions that are connected, responsive
and predictive. GE is organized around a global exchange of knowledge,
the "GE Store," through which each business shares and accesses the same
technology, markets, structure and intellect. Each invention further
fuels innovation and application across our industrial sectors. With
people, services, technology and scale, GE delivers better outcomes for
customers by speaking the language of industry. www.ge.com
About GE Oil & Gas
GE Oil & Gas is inventing the next industrial era in the oil and gas
sector. In our labs and factories, and in the field, we constantly push
the boundaries of technology to solve today’s toughest operational &
commercial challenges. We have the skills, knowledge and technical
expertise to bring together the physical and digital worlds to fuel the
future. Follow GE Oil & Gas on Twitter @GE_OilandGas or visit us at www.geoilandgas.com.
Additional Information and Where to Find It
In connection with the proposed transaction between GE and Baker Hughes,
the new NYSE listed corporation (Bear Newco, Inc. or “Newco”) has filed
with the SEC a registration statement on Form S-4, including Amendments
No. 1 and 2 thereto. The registration statement was declared effective
by the SEC on May 30, 2017. Newco and Baker Hughes have also filed with
the SEC a definitive combined proxy statement/prospectus (the “Combined
Proxy Statement/Prospectus”) and Baker Hughes has mailed the Combined
Proxy Statement/Prospectus to its stockholders and has filed other
documents regarding the proposed transaction with the SEC. This
communication is not a substitute for any proxy statement, registration
statement, proxy statement/prospectus or other documents Baker Hughes
and/or Newco may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THE COMBINED PROXY STATEMENT/PROSPECTUS, ANY
AMENDMENTS OR SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED BY BAKER HUGHES OR NEWCO WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders are able
to obtain free copies of the Combined Proxy Statement/Prospectus and
other documents filed with the SEC by Baker Hughes and/or Newco through
the website maintained by the SEC at www.sec.gov.
Investors and security holders will also be able to obtain free copies
of the documents filed by Newco and/or Baker Hughes with the SEC on
Baker Hughes’ website at http://www.bakerhughes.com
or by contacting Baker Hughes Investor Relations at alondra.oteyza@bakerhughes.com
or by calling +1-713-439-8822.
No Offer or Solicitation
This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
GE, Baker Hughes, Newco, their respective directors, executive officers
and other members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
proxies in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, is set forth in the Combined Proxy Statement/Prospectus
and other relevant materials filed with the SEC. Information regarding
the directors and executive officers of GE is contained in GE’s proxy
statement for its 2017 annual meeting of stockholders, filed with the
SEC on March 8, 2017, its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 24, 2017,
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
which was filed with the SEC on May 5, 2017 and certain of its Current
Reports filed on Form 8-K. Information regarding the directors and
executive officers of Baker Hughes is contained in Baker Hughes’ proxy
statement for its 2017 annual meeting of stockholders, filed with the
SEC on March 9, 2017, its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 8, 2017, its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
which was filed with the SEC on April 28, 2017 and certain of its
Current Reports filed on Form 8-K. These documents can be obtained free
of charge from the sources indicated above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that term is
defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended by the
Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction between GE and Baker Hughes. All
statements, other than historical facts, including statements regarding
the expected timing and structure of the proposed transaction; the
ability of the parties to complete the proposed transaction considering
the various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and cash
flow, synergies, growth potential, market profile, customers’ business
plans and financial strength; the competitive ability and position of
the combined company following completion of the proposed transaction,
including the projected impact on GE’s earnings per share; oil and
natural gas market conditions; costs and availability of resources;
legal, economic and regulatory conditions; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results and
other statements that are not historical facts and are sometimes
identified by the words “may,” “will,” “should,” “potential,” “intend,”
“expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,”
“underestimate,” “believe,” “could,” “project,” “predict,” “continue,”
“target” or other similar words or expressions. Forward-looking
statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a representation
that such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (1) that one or
more closing conditions to the transaction, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the proposed
transaction, may require conditions, limitations or restrictions in
connection with such approvals or that the required approval by the
stockholders of Baker Hughes may not be obtained; (2) the risk that the
proposed transaction may not be completed in the time frame expected by
GE or Baker Hughes, or at all; (3) unexpected costs, charges or expenses
resulting from the proposed transaction; (4) uncertainty of the expected
financial performance of the combined company following completion of
the proposed transaction; (5) failure to realize the anticipated
benefits of the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the businesses of GE,
Baker Hughes and Newco; (6) the ability of the combined company to
implement its business strategy; (7) difficulties and delays in
achieving revenue and cost synergies of the combined company;
(8) inability to retain and hire key personnel; (9) the occurrence of
any event that could give rise to termination of the proposed
transaction; (10) the risk that stockholder litigation in connection
with the proposed transaction or other settlements or investigations may
affect the timing or occurrence of the contemplated merger or result in
significant costs of defense, indemnification and liability;
(11) evolving legal, regulatory and tax regimes; (12) changes in general
economic and/or industry specific conditions, including oil price
changes; (13) actions by third parties, including government agencies;
and (14) other risk factors as detailed from time to time in GE’s and
Baker Hughes’ reports filed with the SEC, including GE’s and Baker
Hughes’ annual report on Form 10-K, periodic quarterly reports on Form
10-Q, periodic current reports on Form 8-K and other documents filed
with the SEC. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any obligation to
update any forward-looking statements, whether as a result of new
information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance on
any of these forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170612006149/en/
Copyright Business Wire 2017
