Schlumberger Limited (NYSE: SLB) and Cameron International Corporation
(NYSE: CAM) jointly announced today that the European Commission has
cleared their proposed merger without any conditions following a Phase 1
review.
As previously announced, the U.S. Department of Justice cleared the
proposed merger in November 2015 without any conditions; Cameron
stockholders voted on December 17 to adopt the merger agreement between
Schlumberger and Cameron; and antitrust clearances have been obtained in
Canada, Brazil, Russia, and Mexico.
Under the terms of the merger agreement, Schlumberger and Cameron only
await regulatory approval from the Ministry of Commerce of the People’s
Republic of China. The Chinese authorities started their 30-day Phase 1
review process on February 4, 2016.
The closing of the proposed merger remains subject to the satisfaction
or waiver of the remaining customary closing conditions contained in the
merger agreement. Schlumberger and Cameron expect to close the merger in
the first quarter of 2016. Until that time, the companies will continue
to operate as separate and independent entities and continue to serve
their respective customers.
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 more than 95,000 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 $35.47 billion in 2015. For more information, visit
www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products, systems and
services to worldwide oil and gas industries.
Cautionary Note Regarding Forward Looking Statements
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
expected timetable for completing the proposed transaction, and other
statements regarding Schlumberger’s and Cameron’s future expectations,
beliefs, plans, objectives, 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 correct. These statements are subject to,
among other things, satisfaction of the closing conditions to the merger
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 below, 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.
Additional Information
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,
and Cameron has filed the definitive proxy statement/prospectus on
November 17, 2015. 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.
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