Actionable news
All posts from Actionable news
Actionable news in BHI: BAKER HUGHES Inc,

Prospectuses and communications, business combinations

STYLE="font: 10pt Times New Roman, Times, Serif">

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 talking points were made available to Baker Hughes employees on April 7, 2016.

Baker Hughes Supplier FAQs – Justice Department Action – April 2016

Please use the talking points below as guidance when responding to questions from suppliers.

1. What does this press release mean?
· Halliburton and Baker Hughes intend to vigorously contest the U.S. Department of Justice (DOJ) effort to block the pending merger.
· The companies intend to demonstrate that the DOJ has underestimated the highly competitive nature of the oilfield services industry, the many benefits of the proposed combination, and the sufficiency of the divestitures.
2. Does this mean the deal is in jeopardy?
· The DOJ cannot unilaterally stop a merger— it must make its case in federal court.
· The companies are preparing with confidence to demonstrate that the proposed transaction is pro-competitive, and that the DOJ is wrong to contend otherwise.
· The DOJ complaint asks a federal district court to prevent Halliburton from merging with Baker Hughes. But the decision is not for the DOJ to make; this decision belongs to the court, which will decide whether the merger may proceed.
3. How long will the litigation take?

At this time, we cannot speculate how long this process will take.

4. Will the current litigation or the combination of the two companies impact the volume Baker Hughes expects to purchase from suppliers in the future?

Baker Hughes will conduct its business as usual until the deal closes. As part of our normal course of business, we continue to assess our purchasing needs based on changing market conditions, and will continue to do so between now and the completion of the merger. As usual, we will communicate with you regarding any changes in forecasted volume.

5. Will billing practices change for suppliers in any way?

No. We will communicate to suppliers any changes in billing practices if required in the future.

6. Who can I contact if I have more questions?

We will update you as we move through this process, as appropriate. In the meantime, if you have any questions, please do not hesitate to reach out to your regular Baker Hughes contact.

Page 1 of 3

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 (“ Baker Hughes ”) and Halliburton Company (“ Halliburton ”). In connection with this proposed business combination, Halliburton has filed with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-4, including...