Halliburton (NYSE: HAL) and Baker Hughes (NYSE: BHI) expect that their timing agreement with the Antitrust Division of the US Department of Justice (DOJ) will expire without reaching a settlement or the DOJ initiating litigation at this time to block their pending transaction. The DOJ has informed the companies that it does not believe that the remedies offered to date are sufficient to address the DOJ’s concerns, but acknowledged that they would assess further proposals and look forward to continued cooperation from the parties in their continuing investigation.
Over the last year, Halliburton and Baker Hughes have engaged in discussions with the DOJ regarding Halliburton’s acquisition of Baker Hughes. The parties have responded to numerous DOJ requests for information, producing millions of pages of documents, providing numerous written submissions in response to specific questions, and participating in multiple meetings with the DOJ.
Early in the process, Halliburton proposed to the DOJ a divestiture package that would facilitate the entry of new competition in markets in which products and services are being divested. Both companies believe that the divestiture package, which recently was enhanced to address the DOJ's specific competitive concerns, is sufficient to address concerns raised by competition authorities, including the DOJ.
The companies are continuing their discussions with the DOJ, and remain focused on completing the transaction as early as possible in 2016, but there is no guarantee that an agreement with the DOJ or other competition authorities will be reached. In that regard, Halliburton and Baker Hughes have also agreed to extend the time period for closing the transaction to no later than April 30, 2016, as permitted under the merger agreement, though the parties would proceed with closing prior to such date if all relevant competition approvals have been obtained.
The boards of directors of both Halliburton and Baker Hughes have approved the merger agreement, and the stockholders of each company have also approved the transaction.
Halliburton and Baker Hughes are also continuing to work to resolve any remaining issues with the European Commission and all other competition enforcement authorities that have expressed an interest in the proposed transaction. The pending acquisition has received regulatory clearances in Canada, Colombia, Ecuador, Kazakhstan, South Africa, and Turkey.