Halliburton and Baker Hughes
Integration Process
January 2015
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Halliburton Company
Subject Company: Baker Hughes Incorporated
Commission File No.: 001-09397
Beginning
on
January
23,
2015,
the
following
presentation
may
be
used
from
time
to
time
by
Halliburton
Company
in
meetings
with
customers. |
2
Our Goal
Successful
Integration by the End of 2017
We executed the integration process quickly and effectively
We independently maintained strong momentum in our core businesses prior to deal
closing
We
pursued
the
right
vision
and
strategy
to
build
an
outstanding
technology and
service delivery platform for our customers
We exceeded our commitment to deliver nearly $2 billion of annual pre-tax cost
synergies
We captured economies of scale/scope to position the combined organization to
generate best-in-class returns for our shareholders
We designed and mobilized a focused, high-performing organization with shared
values, strong social connection and a unified desire to work together to
win |
3
Integration Process Guiding Principles
Speed
trumps
perfection
Integrate,
stabilize,
then optimize
Plan, Dont Implement: We can plan for the integration of operations, but may
not implement those plans until the closing
Continue to Compete: Until the closing, parties must operate independently and
compete Integration
team
members
should
represent
our
best
athletes
across
the
two businesses
Help the organization focus on how much we have in common so that our work can
address the small areas of difference
The Day 1 Operating Framework should drive the critical path. We will focus
and prioritize the essentials for operating immediately following the
close The HAL process/system will serve as the rebuttable
presumption However, we will listen carefully and keep open minds to
adopting those BHI processes/system that represent enhancements to what HAL
currently does This is an integration project, not a
re-engineering/business transformation project. We will work
within the existing processes/systems
We will communicate regularly and transparently |
4
Three Key Elements to Our Integration Strategy
Maintain the business, key people, reputation
Preserve Present Business Value
Execute our integration plan
Capture Value
Capitalize on the strengths of the
new enterprise
Create Value
Time
Diligently meet conditions to close
:
Develop our integration plan
Plan the Integration
Close/Day One
Transaction & Regulatory Approval
|
5
High-Level Pre-Close Timeline (Best Case)
Spring 2015
January
2nd Half 2015
Phase 1:
Transaction & Regulatory Approval
Feb: HSR Second Request
Anticipated
Regulatory Discussions
Continue
HAL and BHI Shareholders
Expected to Vote
Regulatory Discussions Continue
Regulatory Decisions Expected
1/8: Joint Leadership
Kickoff Briefing
1/19 (week of): Fast Launch
Planning Workshops for Corporate
Function Teams
Phases 2 & 3:
Integration Planning & Value Capture
2/2 : Commence
Recurring Status Report-
outs and Deliverables
30 Days Prior to Closing:
Announce Top-level
Organization Structure
Closing: Day-1 Events & Begin
Integration Implementation
Post-Closing: Ongoing Integration &
Synergy Capture
Ongoing Communications & Change Management |
6
Safe Harbor Statement
The statements in this presentation that are not historical statements, including
statements regarding the expected completion of the integration of
Halliburton and Baker Hughes, the strength of the combined company and the expected
timing of regulatory clearances and approvals, are forward-looking statements
within the meaning of the federal securities laws. These statements are
subject to numerous risks and uncertainties, many of which are beyond the
company's control, which could cause actual results to differ materially from the
results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: failure to obtain the required votes of
Halliburtons
or
Baker
Hughes
stockholders;
the
timing
to
consummate
the
proposed
transaction;
the
conditions
to
closing of the proposed transaction may not be satisfied or the closing of the
proposed transaction otherwise does not occur; the risk a regulatory
approval that may be required for the proposed transaction is not obtained or is obtained
subject
to
conditions
that
are
not
anticipated;
the
diversion
of
management
time
on
transaction-related
issues;
the
ultimate timing, outcome and results of integrating the operations of Halliburton
and Baker Hughes and the ultimate outcome
of
Halliburtons
operating
efficiencies
applied
to
Baker
Hughes
products
and
services;
the
effects
of
the
business combination of Halliburton and Baker Hughes, including the combined
companys future financial condition, results of operations, strategy
and plans; expected synergies and other benefits from the proposed transaction and the
ability of Halliburton to realize such synergies and other benefits; expectations
regarding regulatory approval of the transaction; results of litigation,
settlements, and investigations; and other risks and uncertainties described in
Halliburtons Form 10-K for the year ended December 31, 2013, Form
10-Q for the quarter ended September 30, 2014, recent Current Reports on
Form 8-K, and other Securities and Exchange Commission filings. These filings also discuss
some of the important risk factors identified that may affect Halliburton's
business, results of operations, and financial condition.
Halliburton
undertakes
no
obligation
to
revise
or
update
publicly
any
forward-
looking
statements
for
any
reason. |
7
Safe Harbor Statement
Additional Information
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 Halliburton and Baker Hughes. In connection with
this proposed business combination, on December 19, 2014, Halliburton filed with
the SEC a registration statement on Form S-4 containing a preliminary
joint proxy statement/prospectus of Halliburton and Baker Hughes and other documents related to the proposed transaction. The
registration statement has not yet become effective. After the registration
statement is declared effective by the SEC, Halliburton and Baker Hughes
will each file with the SEC a definitive proxy statement/prospectus, and each of Halliburton and Baker Hughes will file other documents
with respect to the proposed acquisition of Baker Hughes and a definitive proxy
statement/prospectus will be mailed to stockholders of Halliburton and Baker
Hughes. INVESTORS AND SECURITY HOLDERS OF HALLIBURTON AND BAKER HUGHES ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders
may obtain free copies of these documents (if and when available) and other documents filed with the SEC by Halliburton
and/or
Baker
Hughes
through
the
website
maintained
by
the
SEC
at
http://www.sec.gov.
Copies
of
the
documents
filed
with
the
SEC
by
Halliburton will be available free of charge on Halliburtons internet website
at http://www.halliburton.com or by contacting Halliburtons Investor
Relations
Department
by
email
at
investors@Halliburton.com
or
by
phone
at
+1-281-871-2688.
Copies
of
the
documents
filed
with
the
SEC
by
Baker
Hughes
will
be
available
free
of
charge
on
Baker
Hughes
internet
website
at
http://www.bakerhughes.com
or
by
contacting
Baker
Hughes
Investor Relations Department by email at trey.clark@bakerhughes.com or
alondra.oteyza@bakerhughes.com or by phone at +1-713-
439-8039 or +1-713-439-8822.
Participants in Solicitation
Halliburton, Baker Hughes, their respective directors and certain of their
respective executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Halliburton is set forth
in
its
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2013,
which
was
filed
with
the
SEC
on
February
7,
2014,
its
proxy
statement
for
its
2014
annual
meeting
of
stockholders,
which
was
filed
with
the
SEC
on
April
8,
2014,
its
Quarterly
Report
on
Form
10-Q
for
the
quarter ended September 30, 2014, which was filed with the SEC on October 24, 2014,
and its Current Reports on Form 8-K filed with the SEC on July 21, 2014
and December 9, 2014. Information about the directors and executive officers of Baker Hughes is set forth in its Annual Report
on
Form
10-K
for
the
year
ended
December
31,
2013,
which
was
filed
with
the
SEC
on
February
12,
2014,
its
proxy
statement
for
its
2014
annual meeting of stockholders, which was filed with the SEC on March 5, 2014, its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2014,
which was filed with the SEC on October 21, 2014, and its Current Reports on Form 8-K filed with the SEC on June 10,
2014, September 10, 2014 and December 10, 2014. These documents can be obtained
free of charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security
holdings
or
otherwise,
will
be
contained
in
the
definitive
proxy
statement/prospectus
and
other
relevant
materials
to
be
filed
with
the
SEC
when
they become available. |