Schlumberger Limited (NYSE:SLB) announced today that Schlumberger
Holding Corporation (“SHC”), its wholly-owned subsidiary and the holding
company for its U.S. operations, will issue five tranches of senior
notes with the following maturities: 2017 (the “2017 Notes”); 2018 (the
“2018 Notes”); 2020 (the “2020 Notes”); 2022 (the “2022 Notes”); and
2025 (the “2025 Notes” and together with the 2017 Notes, the 2018 Notes,
the 2020 Notes and the 2022 Notes, the “Notes”). The offering is
expected to close on December 10, 2015.
The net proceeds to SHC from the offering will be used for general
corporate purposes, including to finance a portion of the consideration
of Schlumberger’s pending acquisition of Cameron
International Corporation.
About Schlumberger
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 more than 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.
Additional Information
This press release 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 press release relates in part 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 press release 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.
Forward-Looking Statements
This press release 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 and expected timetable for completing
the proposed transaction, as well as any other statements regarding
Schlumberger’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.
Schlumberger can give no assurance that such expectations will prove to
be 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, 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 Schlumberger undertakes no
obligation to publicly update or revise any of them in light of new
information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151210005848/en/
Copyright Business Wire 2015