HOUSTON – Halliburton Co. (NYSE:HAL) and Baker Hughes Inc. (NYSE:BHI) intend to divest additional business lines to secure approval for completion of the acquisition.
The businesses to be divested include Halliburton’s expandable liner hangers; Baker Hughes’ core completions business including packers, flow control tools, subsurface safety systems, intelligent well systems, permanent monitoring, sand control tools, and sand control screens; the Baker Hughes’ sand control business in the Gulf of Mexico, including two pressure pumping vessels; and Baker Hughes’ offshore cementing business in Australia, Brazil, GoM, Norway, and the UK.
The sale of these businesses will be subject to the negotiation of acceptable terms and conditions, the approval of the divesting company’s board of directors, and final approval of the Baker Hughes acquisition by competition enforcement authorities. Halliburton anticipates that the companies will complete the sales of these businesses in the same timeframe as, and the closing of the divestitures would be conditioned on, the closing of the pending Baker Hughes acquisition.
Halliburton and Baker Hughes have amended their timing agreement with the Antitrust Division of the U.S. Department of Justice (DoJ) to extend the earliest closing date by three weeks, to the later of Dec. 15, 2015 (from the current date of Nov. 25, 2015) or 30 days following the date on which both companies have certified final, substantial compliance with the DoJ second request. Timing agreements are often entered into in connection with large, complex transactions, and provide the DoJ additional time to review responses to its second requests.
The Merger Agreement also provides that the closing can be extended into 2016, if necessary.