Schlumberger to acquire Cameron

Offshore staff

HOUSTON – Schlumberger Ltd. and Cameron have announced a definitive merger agreement in which the companies will combine in a stock and cash transaction valued at $14.8 billion. The agreement was unanimously approved by the boards of directors of both companies.

Under the terms of the agreement, Cameron shareholders will receive 0.716 shares of Schlumberger common stock and a cash payment of $14.44 in exchange for each Cameron share.

The transaction is subject to Cameron shareholders’ approval, regulatory approvals, and other customary closing conditions. The transaction is expected to close in 1Q 2016.

Based on the closing stock prices of both companies on Aug. 25, 2015, the agreement places a value of $66.36 per Cameron share, representing a 37.0% premium to Cameron’s 20-day volume weighted average price of $48.45 per share, and a 56.3% premium to Cameron’s most recent closing stock price of $42.47 per share. Upon closing, Cameron shareholders will own approximately 10% of Schlumberger’s outstanding shares of common stock.

Paal Kibsgaard, chairman and CEO of Schlumberger, said: “This agreement with Cameron opens new and broader opportunities for Schlumberger. At our investor conference in June 2014, we highlighted how the E&P industry must transform to deliver increased performance at a time of range-bound commodity prices. With oil prices now at lower levels, oilfield services companies that deliver innovative technology and greater integration while improving efficiency, which our customers increasingly demand, will outperform the market.

“We believe that the next industry technical breakthrough will be achieved through integration of Schlumberger’s reservoir and well technologies with Cameron’s leadership in surface, drilling, processing and flow control technologies. Deep reservoir knowledge further enabled by instrumentation, software and automation, will launch a new era of complete drilling and production system performance.

“In addition, we will achieve significant efficiency gains through lowering operating costs, streamlining supply chains, and improving manufacturing processes while leveraging the Schlumberger transformation platform. We look forward to welcoming the talented employees of Cameron and are pleased that they will be joining the Schlumberger team as our fourth product group.”

Jack Moore, chairman and CEO of Cameron, said: “This exciting transaction builds on our successful partnership with Schlumberger on OneSubsea and will position Cameron for its next phase of growth. For our shareholders, this combination provides significant value, while also enabling them to own a meaningful share of Schlumberger. Together, we will create a premier oilfield equipment and service company with an integrated and expanded platform to drive accelerated growth.

“By bringing together Cameron and Schlumberger, we will be uniting two great companies with successful track records, performance, and value creation. We look forward to working closely with Schlumberger to achieve a seamless post-closing integration and long-term value for all of our stakeholders.”

Goldman, Sachs & Co. is acting as financial advisor, and Baker Botts LLP and Gibson Dunn & Crutcher LLP are serving as legal counsel, to Schlumberger. Credit Suisse is acting as financial advisor and Cravath, Swaine & Moore LLP is serving as legal counsel to Cameron.

08/26/2015

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