Schlumberger-Cameron Merger Receives Unconditional Clearance from U.S. Department of Justice
Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the U.S. Department of Justice has cleared their proposed merger without any conditions, granting early termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the proposed merger.
The closing of the proposed merger remains subject to approval by Cameron stockholders and the satisfaction or waiver of the other closing conditions contained in the merger agreement between Schlumberger and Cameron. As previously announced by Cameron, the special meeting of stockholders of Cameron is scheduled for December 17, 2015, during which stockholders of Cameron will consider and vote upon the proposed adoption of the agreement and plan of merger between the companies.
Subject to receipt of approval from Cameron stockholders and satisfaction or waiver of other closing conditions contained in the merger agreement, Schlumberger and Cameron expect to close the merger in the first quarter of 2016. Until that time, Schlumberger and Cameron will continue to operate as separate and independent companies and continue to serve their respective customers.
Schlumberger is the world’s leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide. Employing approximately 105,000 people representing over 140 nationalities and working in approximately 85 countries, Schlumberger provides the industry’s widest range of products and services from exploration through production.
Schlumberger Limited has principal offices in Paris, Houston, London and The Hague, and reported revenues of $48.58 billion in 2014. For more information, visit www.slb.com.
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Schlumberger and Cameron and may be deemed to be solicitation material. In connection with the proposed transaction, Schlumberger has filed with the SEC a registration statement on Form S-4, including Amendment No. 1 thereto, which was declared effective by the SEC on November 16, 2015. Cameron filed a definitive proxy statement/prospectus on November 17, 2015, and began mailing the definitive proxy statement/prospectus to its stockholders on that date. This communication is not a substitute for the definitive proxy statement/prospectus, the registration statement or any other document Schlumberger or Cameron may file with the SEC in connection with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These materials will be made available to stockholders of Cameron at no expense to them. Investors will be able to obtain free copies of these documents and other documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Schlumberger are available free of charge on Schlumberger’s internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron are available free of charge on Cameron’s internet website at http://www.c-a-m.com. You may also read and copy any reports, statements and other information filed by Cameron or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.
Participants in Solicitation
Cameron, Schlumberger, their respective directors and certain of their respective executive officers may be considered, under SEC rules, participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Schlumberger is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on January 29, 2015, and its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on February 19, 2015. Information about the directors and executive officers of Cameron is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 20, 2015, and its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 27, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the transaction, by security holdings or otherwise, is contained in the definitive proxy statement/prospectus and other relevant materials filed with the SEC.
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections, expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding Schlumberger’s and Cameron’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Neither Schlumberger nor Cameron can give any assurance that such expectations will prove to have been correct. These statements are subject to, among other things, satisfaction of the closing conditions to the merger, the risk that the contemplated merger does not occur, negative effects from the pendency of the merger, the ability to successfully integrate the merged businesses and to realize expected synergies, failure to obtain the required vote of Cameron’s stockholders, the timing to consummate the proposed transaction, the ability to successfully integrate the merged businesses and other risk factors that are discussed in Schlumberger’s and Cameron’s most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to above, as well as each company’s other filings with the SEC available at the SEC’s Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and neither Schlumberger nor Cameron undertakes any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
Simon Farrant – Schlumberger Limited, Vice President of Investor Relations
Joy V. Domingo – Schlumberger Limited, Manager of Investor Relations
Office +1 (713) 375-3535
Scott Lamb, +1 713-513-3344
Vice President of Investor Relations
Joao Felix, +1 713-375-3494
Director of Corporate Communication
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
Digi Communications N.V.: Convocation of the Company’s General Shareholders Meeting for 2 May 2018 for the Approval of, among Others, the 2017 Annual Report and of the 2017 Financial Statements21.3.2018 19:05 | Pressemelding
The Company would like to inform the market and its investors that today, 21 March 2018, the Board of Directors of the Company convenes the general shareholders meeting of the shareholders (the “GSM”) of the Company (Digi Communications N.V.), to be held on Wednesday, 2 May 2018 at 12:00 p.m. CEST, at Radisson Blu Hotel Amsterdam airport, Boeing avenue 2, 1119 PB Schiphol-Rrijk, The Netherlands. The main topics for the GSM are the following: discussion and approval items on the Annual Report 2017 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report); appointment of the statutory auditor for the year ending 31 December 2018; approval for the distribution of a gross dividend of 0.35 RON per share; ex-date – 21 May 2018, reference date – 22 May 2018, and the payment date – 29 May 2018; designation of the Board of Directors as the competent body to repurchase own Class B Shares; approval of award of stock options and shares to executi
Pandora to Acquire Leading Digital Audio Ad Tech Firm AdsWizz21.3.2018 13:00 | Pressemelding
Pandora (NYSE: P), the largest music streaming service in the U.S., today announced it will acquire AdsWizz, the global leader in digital audio ad technology. The addition of AdsWizz will upgrade Pandora’s ad tech capabilities, provide its advertisers with greater audience reach, and expand the company’s revenue opportunities. AdsWizz is one of the few ad tech firms that is completely dedicated to digital audio, serving some of the largest players in the industry. With digital audio advertising growing 42% year-over-year, according to the IAB, the combined offering of Pandora and AdsWizz will capitalize on this trend, while making it easier for publishers to monetize their inventory, and for advertisers to buy and measure their campaigns. “Since I joined Pandora six months ago, I have highlighted ad tech as a key area of investment for us. Today we took an important step to advance that priority and accelerate our product roadmap,” said Roger Lynch, CEO of Pandora. “With our scale in a
Fintech Entrepreneur and myPOS Founder Christo Georgiev Reveals Plans to Set Up a Chain of myPOS Stores across Europe21.3.2018 12:51 | Pressemelding
Founder of myPOS, Christo Georgiev announces plans to open myPOS flagship stores across Europe in an effort to bring the service closer to its customers. Designed for small and mid-sized businesses, myPOS offers affordable payment acceptance tools, winning the trust of over 40,000 enterprises across the EEA & Switzerland. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180321005596/en/ An interior view of the myPOS London Store (Photo: Business Wire) Until now, the operational framework of myPOS included a network of promoters in almost every European country and an online store, owned and operated by myPOS. The next logical step was to sell through physical stores. On 8th February 2018, myPOS opened doors to its first flagship store, located on 36 Knightsbridge, London and marked the beginning of a new era for myPOS. Soon after, plans were revealed for other openings in Europe with another location coming up on 5th April 201
AI Expo Europe: The leading Artificial Intelligence Event to Arrive in the European Capital of Innovation, Amsterdam21.3.2018 12:47 | Pressemelding
The AI Expo Europe is set to arrive in the hub of AI innovation, Amsterdam, The Netherlands, this Summer (27-28th June) with an aim of ‘delivering AI for a smarter future.’ The well-connected Dutch capital is known for its unique, rich culture and canal-side views and was even awarded the European Capital of Innovation in 2016 by the European Commission. The city’s AI scene is thriving with the arrival of a world-class artificial intelligence hub by early 2021 and venture capitalist investment. The AI hub will be created in collaboration with the University of Amsterdam (UvA) and the City of Amsterdam at the Amsterdam Science Park, a place where education, research and entrepreneurship will come together as one. Geert ten Dam, president of the UvA’s Executive Board stated that: “Amsterdam is widely recognised both in the Netherlands and abroad for its leading scientific expertise in the area of AI…” This press release features multimedia. View the full release here: https://www.busines
Philip Morris International Shifts Entire Capacity of Its Cigarette Factory in Greece to Smoke-Free Products21.3.2018 12:31 | Pressemelding
Philip Morris International Inc. (PMI) (NYSE: PM) announced today that the factory of its Greek affiliate (Papastratos) in Aspropyrgos, has ceased cigarette production and is now exclusively producing HEETS, the tobacco units used with IQOS, the company’s most advanced smoke-free product. This first full conversion of a cigarette factory is a landmark step in our vision of a smoke-free future where people who smoke switch from the most harmful form of nicotine consumption – cigarettes – to scientifically substantiated smoke-free alternatives. The EUR 300 million investment included the construction of three new buildings and the replacement of cigarette production lines with high-tech facilities capable of producing 10,000 smoke-free tobacco units per minute. The conversion of the factory started in August 2017. The facility is expected to be fully operational by the end of 2018 and will create 400 new jobs. André Calantzopoulos, PMI’s Chief Executive Officer said: “This is a historic
GSMA Advances a Comprehensive Agenda on Digital Inclusion for Women Ahead of G20 Summit21.3.2018 12:00 | Pressemelding
The GSMA is supporting the sixty-second meeting of the Commission on the Status of Women (CSW62) taking place at the United Nations Headquarters in New York this month1 as part of its commitment to the Sustainable Developments Goals (SDGs), particularly SDG 5 (Gender Equality). The GSMA’s role at the event reflects its status as Topic Chair of the Digital Inclusion theme within the W20 (Women 20) group2, which will advise the G20 member states on issues around gender equality and the economic empowerment of women. At CSW62, the GSMA and its partners will be convening parallel events across a range of topics in this area, bringing together companies in the mobile ecosystem, governments, UN agencies and NGOs. “Developing forward-looking policies that promote digital inclusion for women is vital to achieving gender equality, serving to empower women in all corners of the world as well as providing an effective catalyst for economic growth,” said Mats Granryd, Director General of the GSMA.