Halliburton and Baker Hughes Extend the Time Period for Closing the Transaction to No Later than April 30, 2016, as Permitted under the Merger Agreement
Halliburton Company (NYSE: HAL) and Baker Hughes Incorporated (NYSE: BHI) today announced that they expect that their timing agreement with the Antitrust Division of the U.S. Department of Justice (DOJ) will expire without reaching a settlement or the DOJ initiating litigation at this time to block their pending transaction. The DOJ has informed the companies that it does not believe that the remedies offered to date are sufficient to address the DOJ’s concerns, but acknowledged that they would assess further proposals and look forward to continued cooperation from the parties in their continuing investigation.
Halliburton and Baker Hughes believe that the proposed merger is good for the industry and customers. The merger is expected to create a strong company and achieve substantial efficiencies enabling it to compete aggressively to provide efficient, innovative and low-cost services. Completion of the transaction would allow customers to operate more cost-effectively, which is increasingly important due to the current state of the energy industry and oil and gas prices.
Over the last year, Halliburton and Baker Hughes have engaged in extensive and productive discussions with the DOJ regarding Halliburton’s acquisition of Baker Hughes. The parties have responded to numerous DOJ requests for information, producing millions of pages of documents, providing numerous written submissions in response to specific questions, and participating in multiple meetings with the DOJ.
As previously announced, early in the process, Halliburton proposed to the DOJ a substantial divestiture package that would facilitate the entry of new competition in markets in which products and services are being divested. Both companies strongly believe that the divestiture package, which recently was significantly enhanced to address the DOJ's specific competitive concerns, is more than sufficient to address concerns raised by competition authorities, including the DOJ.
The companies intend to continue their discussions with the DOJ, and remain focused on completing the transaction as early as possible in 2016, but there is no guarantee that an agreement with the DOJ or other competition authorities will be reached. In that regard, Halliburton and Baker Hughes have also agreed to extend the time period for closing the transaction to no later than April 30, 2016, as permitted under the merger agreement, though the parties would proceed with closing prior to such date if all relevant competition approvals have been obtained. As previously announced, the boards of directors of both Halliburton and Baker Hughes unanimously approved the Merger Agreement and the stockholders of each company overwhelmingly approved the transaction.
Halliburton and Baker Hughes are also continuing to work constructively to resolve any remaining issues with the European Commission and all other competition enforcement authorities that have expressed an interest in the proposed transaction. The pending acquisition has received regulatory clearances in Canada, Colombia, Ecuador, Kazakhstan, South Africa, and Turkey.
