Filed by Halliburton Company
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Halliburton Company
Commission File No.: 333-141027
On April 3, 2007, Halliburton Company issued the following release.
[HALLIBURTON PRESS RELEASE LETTERHEAD]
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FOR IMMEDIATE RELEASE
April 3, 2007
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Contact:
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Evelyn Angelle
Vice President, Investor Relations
713-759-2688 |
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Cathy Mann |
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Director, Communications |
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713-759-2605 |
HALLIBURTON ANNOUNCES PRELIMINARY RESULTS OF KBR EXCHANGE OFFER
AND PRELIMINARY PRORATION FACTOR
HOUSTON, TX Halliburton Company (NYSE: HAL) today announced that, based on preliminary results,
the offer to its stockholders to exchange shares of Halliburton common stock for shares of KBR,
Inc. (NYSE: KBR) common stock held by Halliburton was oversubscribed. The exchange offer expired
at 12:00 midnight, New York City time, on April 2, 2007. Under the terms of the exchange offer,
1.5905 shares of KBR common stock will be exchanged for each share of Halliburton common stock
accepted in the exchange offer. Stockholders who tendered their shares by delivering a notice of
guaranteed delivery on April 2, 2007 before expiration of the exchange offer must deliver the
related shares and required documents to the exchange agent by no later than 5:00 p.m., New York
City time, on Thursday, April 5, 2007.
According to the exchange agent, Mellon Investor Services LLC, a total of 210,740,976 shares of
Halliburton common stock were tendered for exchange and not withdrawn prior to the expiration of
the exchange offer, including 104,047,893 shares tendered by guaranteed delivery procedures.
Because more than 85,273,184 shares of Halliburton common stock have been tendered, the exchange
offer is oversubscribed and Halliburton will only be able to accept a portion of the number of
shares of Halliburton common stock that were validly tendered, on a pro rata basis in proportion to
the number of shares tendered. Stockholders who owned less than 100 shares of Halliburton common
stock, or an odd-lot, who have validly tendered all of their shares will not be subject to
proration if they so elected in accordance with the terms of the exchange offer.
Based on the total number of shares of Halliburton common stock reported to be tendered prior to
the expiration of the exchange offer, it is estimated that approximately 40% of the tendered
Halliburton common stock will be accepted for exchange (assuming all shares tendered by guaranteed
delivery procedures are delivered under the terms of the exchange offer). This preliminary
proration factor is subject to change based on the number of tendered shares which satisfy the
guaranteed delivery procedures by the expiration of the guaranteed delivery period. Halliburton
expects to announce the final proration factor and its acceptance of validly tendered shares of
Halliburton common stock promptly following the expiration of the guaranteed delivery period and
confirmation that the conditions to the offering have been satisfied or waived. Shares of
Halliburton common stock tendered but not accepted for exchange will be credited to the tendering
holders account in book-entry form promptly after the final proration factor is announced.
Shares of KBR common stock to be distributed pursuant to the terms of the exchange offer will be
credited in book-entry form to accounts of the tendering holders by the exchange agent promptly
after the final proration factor is announced. Under the terms of the exchange offer, no
fractional shares of KBR common stock will be distributed. Instead, fractional shares will be
aggregated and sold, and the net cash proceeds of such sale will be distributed promptly to
tendering stockholders in accordance with their fractional interests in the shares sold.
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. served as the dealer managers for the
exchange offer.
Halliburton, founded in 1919, is one of the worlds largest providers of products and services to
the petroleum and energy industries. The company serves its customers with a broad range of
products and services through its Production Optimization, Fluid Systems, Drilling and Formation
Evaluation, and Digital and Consulting Solutions segments.
KBR is a global engineering, construction and services company supporting the energy,
petrochemicals, government services and civil infrastructure sectors. KBR offers a wide range of
services through its Energy and Chemicals (E&C) and Government and Infrastructure (G&I) business
segments.
Important Information Regarding the Exchange Offer
The terms and conditions of the exchange offer are more fully described in a Prospectus-Offer to
Exchange included in the Registration Statement on Form S-4 filed by KBR with the SEC and a
Schedule TO filed by Halliburton with the SEC, each as amended to date. The Prospectus-Offer to
Exchange contains important information about the exchange offer and related matters. This
announcement is for informational purposes only and is neither an offer to sell nor an offer to buy
any securities or a recommendation as to whether you should participate in the exchange offer. The
exchange offer is made solely by the Prospectus-Offer to Exchange and related letter of
transmittal.
Investors and security holders are urged to read the Prospectus-Offer to Exchange, and any other
relevant documents filed with the SEC before making any investment decision. None of Halliburton,
KBR or any of their respective directors or officers or the dealer managers makes any
recommendation as to whether you should participate in the exchange offer. You are able to obtain
a free copy of the Prospectus-Offer to Exchange and other related documents filed with the SEC by
Halliburton and KBR at the SECs web site at www.sec.gov. You are also able to obtain a free copy
of these documents by sending a request to Halliburton Company Investor Relations, 5 Houston
Center, 1401 McKinney, Suite 2400, Houston, TX 77010, Phone: 713.759.2688, E-mail:
investors@halliburton.com; or by sending a request to KBR, Inc. Investor Relations, 601 Jefferson
Street, Suite 3400, Houston, TX 77002, Phone: 713.753.5082, E-mail: investors@kbr.com, as
applicable.
Halliburton has retained Georgeson Inc. as the information agent for the transaction. To obtain
copies of the Prospectus-Offer to Exchange and related documentation, or if you have questions
about the exchange offer, you may contact the information agent at 1-866-313-3046 (toll-free in the
United States) or 1-212-805-7144 (elsewhere), or 1-212-440-9800 (Banks and Brokers).
Forward-Looking Statements
Information in this communication contains forward-looking statements, which are based on the
current plans and expectations of management and are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or those anticipated.
A list of factors that could cause actual results to differ materially from those expressed in, or
underlying, those forward-looking statements is detailed in the filings of Halliburton and KBR with
the SEC, such as annual and quarterly reports and the Prospectus-Offer to Exchange. Neither
Halliburton nor KBR assume any obligation to update or revise these forward-looking statements to
reflect new events or circumstances.