Schlumberger and Cameron agree to merge

Schlumberger Ltd. (NYSE: SLB) and Cameron (NYSE: CAM) have a definitive merger agreement in which the companies will combine in a stock and cash transaction. 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.

Based on the closing stock prices of both companies on Aug. 25, 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.

Schlumberger expects to realize pretax synergies of approximately $300 million and $600 million in the first and second year, respectively. Initially, the synergies are primarily related to reducing operating costs, streamlining supply chains, and improving manufacturing processes, with a growing component of revenue synergies in the second year and beyond. Schlumberger also expects the combination to be accretive to earnings per share by the end of the first year after closing.

The transaction combines two complementary technology portfolios into a “pore-to-pipeline” products and services offering to the global oil and gas industry. On a pro forma basis, the combined company had 2014 revenues of $59 billion.

Jack Moore, chairman and CEO of Cameron, commented that the transaction builds on Cameron’s partnership with Schlumberger on OneSubsea and will position Cameron for its next phase of growth.

The merger is subject to Cameron shareholders’ approval, regulatory approvals, and other customary closing conditions. It is expected to close in the first quarter of 2016.

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.

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