After nearly a month of negotiations, Houston-based Baker Hughes on Monday announced its sale to Halliburton Company in a deal worth about $34.6 billion.
Halliburton made an unsolicited proposal to Baker Hughes on Oct. 13 to acquire all of the outstanding shares of Baker Hughes — the discussions over a possible merger took several weeks to complete, according to a Baker Hughes Nov. 14 media release.
The negotiations were far from friendly. Baker Hughes made a counter-offer on its own value, Halliburton refused to increase its first offer and sent notice to Baker Hughes that it would be nominating candidates to replace the entire Baker Hughes board of directors during the company’s annual April meeting.
“Baker Hughes considers the notice to be an attempt by Halliburton to pressure the Baker Hughes board into accepting a transaction with Halliburton on Halliburton’s term,” according to the Nov. 14 release.
Members of Baker Hughes’ board were concerned with several portions of Halliburton’s original proposal to buy the company — including that the offer was not high enough and therefore not in the best interests of stockholders at Baker Hughes and that the merger could have potential anti-trust implications that had not been adequately addressed.
“We continue to believe in the strong future of Baker Hughes and, at the appropriate value level, would share your excitement about the possibility of combining Baker Hughes and Halliburton for the benefit of our stockholders,” wrote company Baker Hughes Chairman and Chief Executive Officer, Martin Craighead in a Nov. 12 email to Halliburton Chairman of the Board and Chief Executive Officer David Lesar.
The agreement has since been unanimously approved by both companies’ Boards of Directors, according to a media release.
The combined company will have more than 136,000 employees and operations in about 80 countries worldwide, according to the release.
Under the terms of the agreement, stockholders of Baker Hughes will receive an exchange ration of 1.12 shares in Halliburton plus $19 cash. Halliburton will finance the transaction with cash on hand and debt-financing, according to the media release.
Stockholders from each company must approve the transaction and tehre are several regulatory approvals and closing conditions needed before the merger can be completed — Halliburton has agreed to pay a fee of $3.5 billion if the transaction is cancelled due to the company failing to obtain necessary antitrust approvals.
The transaction could be completed by 2015, according to the release.
Currently, Baker Hughes employes more than 200 employees in Alaska according to its website.
Reach Rashah McChesney at rashah.mcchesney@peninsulaclarion.com
