GE and Baker Hughes Receive Expected Requests for Additional Information from the DOJ
General Electric Company (NYSE: GE) and Baker Hughes Incorporated (NYSE: BHI) today announced that the companies have each
received a request for additional information (“second request”) from the United States Department of Justice (“DOJ”) in connection
with the pending combination of GE’s oil and gas business with Baker Hughes. The second requests were issued under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).
GE and Baker Hughes have been working cooperatively with the DOJ as it conducts its review of the transaction. The second
requests were expected and are a normal part of the DOJ review process. The effect of the second requests is to extend the waiting
period imposed by the HSR Act until 30 days after GE and Baker Hughes have substantially complied with the requests, unless that
period is extended voluntarily by the parties or terminated sooner by the DOJ. The transaction remains subject to approval by Baker
Hughes’ shareholders and other approvals, as well as customary closing conditions. GE and Baker Hughes expect the transaction to
close in mid-2017.
About GE
GE is the world’s Digital Industrial Company, transforming industry with software-defined machines and solutions that are
connected, responsive and predictive. GE is organized around a global exchange of knowledge, the "GE Store," through which each
business shares and accesses the same technology, markets, structure and intellect. Each invention further fuels innovation and
application across our industrial sectors. With people, services, technology and scale, GE delivers better outcomes for customers
by speaking the language of industry. www.ge.com
About GE Oil & Gas
GE Oil & Gas is inventing the next industrial era in the oil and gas sector. In our labs and factories, and in the field, we
constantly push the boundaries of technology to solve today’s toughest operational & commercial challenges. We have the skills,
knowledge and technical expertise to bring together the physical and digital worlds to fuel the future. Follow GE Oil & Gas on
Twitter @GE_OilandGas or visit us at www.geoilandgas.com.
About Baker Hughes
Baker Hughes is a leading supplier of oilfield services, products, technology and systems to the worldwide oil and natural gas
industry. The company’s 33,000 employees today work in more than 80 countries helping customers find, evaluate, drill, produce,
transport and process hydrocarbon resources. For more information about Baker Hughes, visit: www.bakerhughes.com.
Additional Information and Where to Find It
In connection with the proposed transaction between GE and Baker Hughes, the new NYSE listed corporation (“Newco”) will prepare
and file with the SEC a registration statement on Form S-4 that will include a combined proxy statement/prospectus of Newco and
Baker Hughes (the “Combined Proxy Statement/Prospectus”). Baker Hughes and Newco will prepare and file the Combined Proxy
Statement/Prospectus with the SEC, and Baker Hughes will mail the Combined Proxy Statement/Prospectus to its stockholders and file
other documents regarding the proposed transaction with the SEC. This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other documents Baker Hughes and/or Newco may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS, AND OTHER
DOCUMENTS FILED BY BAKER HUGHES OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Combined Proxy
Statement/Prospectus and other documents filed with the SEC by Baker Hughes and/or Newco through the website maintained by the SEC
at www.sec.gov. Investors and security holders will also be able to obtain free copies of the documents filed by
Newco and/or Baker Hughes with the SEC on Baker Hughes’ website at http://www.bakerhughes.com or by contacting Baker Hughes Investor Relations at alondra.oteyza@bakerhughes.com or by calling +1-713-439-8822.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
GE, Baker Hughes, Newco, their respective directors, executive officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in
the Combined Proxy Statement/Prospectus and other relevant materials when it is filed with the SEC. Information regarding the
directors and executive officers of GE is contained in GE’s proxy statement for its 2016 annual meeting of stockholders, filed with
the SEC on March 16, 2016, its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on
February 24, 2017, and certain of its Current Reports filed on Form 8-K. Information regarding the directors and executive officers
of Baker Hughes is contained in Baker Hughes’ proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on
April 11, 2016, its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 8,
2017, and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources
indicated above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction between GE and Baker Hughes. All statements, other than historical
facts, including statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to
complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction
such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, customers’ business
plans and financial strength; the competitive ability and position of the combined company following completion of the proposed
transaction, including the projected impact on GE’s earnings per share; oil and natural gas market conditions; costs and
availability of resources; legal, economic and regulatory conditions; and any assumptions underlying any of the foregoing, are
forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target”
or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates
or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates
or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain
regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations
or restrictions in connection with such approvals or that the required approval by the stockholders of Baker Hughes may not be
obtained; (2) the risk that the proposed transaction may not be completed in the time frame expected by GE or Baker Hughes, or
at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the
expected financial performance of the combined company following completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction
or integrating the businesses of GE, Baker Hughes and Newco; (6) the ability of the combined company to implement its business
strategy; (7) difficulties and delays in achieving revenue and cost synergies of the combined company; (8) inability to
retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed
transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other settlements or
investigations may affect the timing or occurrence of the contemplated merger or result in significant costs of defense,
indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or
industry specific conditions, including oil price changes; (13) actions by third parties, including government agencies; and
(14) other risk factors as detailed from time to time in GE’s and Baker Hughes’ reports filed with the SEC, including GE’s and
Baker Hughes’ annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other
documents filed with the SEC. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this communication. Neither GE nor Baker Hughes undertakes any
obligation to update any forward-looking statements, whether as a result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking
statements.
For GE
Investors:
Matt Cribbins, +1 203-373-2424
matthewg.cribbins@ge.com
or
Media:
Jennifer Erickson, +1 646-682-5620
jennifer.erickson@ge.com
or
Mary Kate Nevin, +1 202-304-6514
marykate.nevin@ge.com
or
For BAKER HUGHES
Investors:
Alondra Oteyza, +1 713-439-8822
alondra.oteyza@bakerhughes.com
or
Media:
Melanie Kania, +1 713-439-8303
melanie.kania@bakerhughes.com
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