
Thursday, December 17, 2015
The closing time for the Halliburton and Baker Hughes combination has been extended due to problems in meeting a settlement with the Antitrust Division of the US DOJ. The companies said that they expect their timing agreement with the Antitrust Division to expire without reaching a settlement or the DoJ initiating litigation at this time to block their pending transaction.
The companies were informed by the DoJ that it does not believe that the remedies offered to date are sufficient to address its concerns, but acknowledged that they would assess further proposals. The companies intend to continue 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.
As previously announced, early in the process, Halliburton proposed to the DOJ a substantial divestiture package that would facilitate the entry of new competition in markets in which products and services are being divested. Both companies strongly believe that the divestiture package, which recently was significantly enhanced to address the DOJ’s specific competitive concerns, is more than sufficient to address concerns raised by competition authorities, including the DOJ.
Due to the issues with the DoJ, Halliburton and Baker Hughes extended 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. As previously announced, the boards of directors of both Halliburton and Baker Hughes unanimously approved the Merger Agreement and the stockholders of each company overwhelmingly approved the transaction.
Halliburton and Baker Hughes are also continuing to work constructively to resolve any remaining issues with all other competition enforcement authorities around the world 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.