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Prospectuses and communications, business combinations

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Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Baker Hughes Incorporated

Subject Company: Baker Hughes Incorporated

Commission File No.: 001-09397

The following communication was distributed to all Baker Hughes employees on April 6, 2016.

Executive Announcement
To: All Baker Hughes employees
From: Martin Craighead , Chairman and CEO
Date: April 6, 2016

Please See Important Information at the End of This Announcement

Halliburton and Baker Hughes to contest justice department action

Today we learned that the Antitrust Division of the U.S. Department of Justice (DOJ) has announced it will attempt to block the pending acquisition by Halliburton by filing suit in federal court.

Let me start by saying that both companies strongly disagree with the government’s lawsuit. We will vigorously contest the DOJ’s action in court and we believe we have a strong case.

The rationale for our position goes back to our belief in the value of the business combination. Once completed, we believe the transaction will allow customers to operate more cost effectively through more efficient products and services, which is especially important in this era of lower oil and gas prices.

It is difficult to predict how long this litigation will take. The time period to obtain regulatory approvals has been previously extended to no later than April 30, 2016; however, the merger agreement does not terminate automatically. After April 30, Halliburton and Baker Hughes can continue to defend against the DOJ lawsuit and seek regulatory approvals in other jurisdictions, or either company can terminate the merger agreement.

Naturally, you may be wondering what today’s news means for the future of our company and our priorities. The short answer is that nothing changes. We will continue to focus on our priorities of People, Growth, Profitability, Performance, and Cash, while working safely and compliantly in an extremely challenging market.

Keep in mind that Halliburton and Baker Hughes remain competitors and we must continue to treat each other as such. FAQs will be added to the Red-Blue site later today.

Our Purpose remains the same: enabling safe, affordable energy, improving people’s lives.

This message is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged, confidential or otherwise legally exempt from disclosure. If you are not the named addressee, or have been inadvertently and erroneously referenced in the address line, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message.

Important Information For Investors And Stockholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Baker Hughes Incorporated (“ ...


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