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 presentation was delivered to Baker Hughes employees:
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[GRAPHIC OMITTED] Integration Update Belgacem Chariag, Chief Integration Officer [C] 2015 BAKER HUGHES INCORPORATED. ALL RIGHTS RESERVED. TERMS AND CONDITIONS OF USE: BY ACCEPTING THIS DOCUMENT, THE RECIPIENT AGREES THAT THE DOCUMENT TOGETHER WITH ALL INFORMATION INCLUDED THEREIN IS THE CONFIDENTIAL AND PROPRIETARY PROPERTY OF BAKER HUGHES INCORPORATED AND INCLUDES VALUABLE TRADE SECRETS AND/OR PROPRIETARY INFORMATION OF BAKER HUGHES (COLLECTIVELY "INFORMATION"). BAKER HUGHES RETAINS ALL RIGHTS UNDER COPYRIGHT LAWS AND TRADE SECRET LAWS OF THE UNITED STATES OF AMERICA AND OTHER COUNTRIES. THE RECIPIENT FURTHER AGREES THAT THE DOCUMENT MAY NOT BE DISTRIBUTED, TRANSMITTED, COPIED OR REPRODUCED IN WHOLE OR IN PART BY ANY MEANS, ELECTRONIC, MECHANICAL, OR OTHERWISE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF BAKER HUGHES, AND MAY NOT BE USED DIRECTLY OR INDIRECTLY IN ANY WAY DETRIMENTAL TO BAKER HUGHES' INTEREST. |
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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, on
December 19, 2014, Halliburton filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 containing a preliminary joint
proxy statement/prospectus of Baker Hughes and Halliburton and other documents
related to the proposed transaction. The registration statement has not yet
become effective. After the registration statement is declared effective by the
SEC, Baker Hughes and Halliburton will each file with the SEC a definitive proxy
statement/prospectus and other documents with respect to the proposed
acquisition of Baker Hughes and a definitive proxy statement/prospectus will be
mailed to stockholders of Baker Hughes and Halliburton. INVESTORS AND SECURITY
HOLDERS OF BAKER HUGHES AND HALLIBURTON ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by Baker Hughes
and/or Halliburton through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Baker Hughes
will be available free of charge on Baker Hughes' internet website at
http://www.bakerhughes.com or by contacting Baker Hughes' Investor Relations
Department by email at trey.clark@bakerhughes.com or
alondra.oteyza@bakerhughes.com or by phone at +1-713-439-8039 or
+1-713-439-8822. Copies of the documents filed with the SEC by Halliburton will
be available free of charge on Halliburton's internet website at
http://www.halliburton.com or by contacting Halliburton's Investor Relations
Department by email at investors@halliburton.com or by phone at +1-281-871-2688.
Participants in Solicitation
Baker Hughes, Halliburton, their respective directors and certain of their
respective executive officers may be considered participants in the solicitation
of proxies in connection with the proposed transaction. Information about the
directors and executive officers of Baker Hughes is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2013, which was filed with
the SEC on February 12, 2014, its proxy statement for its 2014 annual meeting of
stockholders, which was filed with the SEC on March 5, 2014, its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2014 which was filed
with the SEC on October 21, 2014 and its Current Reports on Form 8-K, which were
filed with the SEC on June 10, 2014, September 10, 2014 and December 10, 2014.
Information about the directors and executive officers of Halliburton is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2013,
which was filed with the SEC on February 7, 2014, its proxy statement for its
2014 annual meeting of stockholders, which was filed with the SEC on April 8,
2014, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014
which was filed with the SEC on October 24, 2014 and its Current Reports on Form
8-K, which were filed with the SEC on July 21, 2014 and December 9, 2014.
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, are contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC.
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Important Information For Investors And Stockholders Cautionary Statement Regarding Forward-Looking Statements Certain statements in this communication regarding the proposed acquisition of Baker Hughes by Halliburton, including any statements regarding the expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding Halliburton's and Baker Hughes' future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions, and the negative thereof, are intended to identify forward-looking statements. All forward-looking information are subject to numerous risks and uncertainties, many of which are beyond the control of Baker Hughes and Halliburton, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: failure to obtain the required votes of Baker Hughes' or Halliburton's stockholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Baker Hughes and Halliburton and the ultimate outcome of Halliburton's operating efficiencies applied to Baker Hughes' products and services; the effects of the business combination of Baker Hughes and Halliburton, including the combined company's future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Halliburton to realize such synergies and other benefits; expectations regarding regulatory approval of the transaction; results of litigation, settlements, and investigations; civil unrest, government expropriations and/or epidemic outbreaks; final court approval of, and the satisfaction of the conditions in, Halliburton's September 2014 settlement relating to the Macondo well incident in the Gulf of Mexico; appeals of the multi-district litigation District Court's September 2014 ruling regarding Phase 1 of the trial, and future rulings of the District Court; results of litigation, settlements, and investigations not covered by the settlement or the District Court's rulings; actions by third parties, including governmental agencies, relating to the Macondo well incident; BP's April 2012 settlement relating to the Macondo well incident, indemnification, and insurance matters; with respect to repurchases of Halliburton common stock, the continuation or suspension of the repurchase program, the amount, the timing and the trading prices of Halliburton common stock, and the availability and alternative uses of cash; actions by third parties, including governmental agencies; changes in the demand for or price of oil and/or natural gas can be significantly impacted by weakness in the worldwide economy; consequences of audits and investigations by domestic and foreign government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies; protection of intellectual property rights and against cyber attacks; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to offshore oil and natural gas exploration, radioactive sources, explosives, chemicals, hydraulic fracturing services and climate-related initiatives; compliance with laws related to income taxes and assumptions regarding the generation of future taxable income; risks of international operations, including risks relating to unsettled political conditions, war, the effects of terrorism, and foreign exchange rates and controls, international trade and regulatory controls, and doing business with national oil companies; weather-related issues, including the effects of hurricanes and tropical storms; changes in capital spending by customers; delays or failures by customers to make payments owed to us; execution of long-term, fixed-price contracts; impairment of oil and natural gas properties; structural changes in the oil and natural gas industry; maintaining a highly skilled workforce; availability and cost of raw materials; and integration of acquired businesses and operations of joint ventures. Expectations regarding business outlook, including changes in revenue, pricing, capital spending, profitability, strategies for our operations, oil and natural gas market conditions, customers' business plans, market share and contract terms, costs and availability of resources, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. Additional information concerning these and other factors can be found in Baker Hughes' and Halliburton's respective filings with the SEC and available through the SEC's Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including Baker Hughes' and Halliburton's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Baker Hughes' forward-looking statements are based on assumptions that Baker Hughes believes to be reasonable but that may not prove to be accurate. Baker Hughes and Halliburton assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. 3 |
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Initial Observations
* Deep respect for Baker Hughes employees and their collective
accomplishments
* Enormous excitement about the opportunities that await the combined
company
* Absolute commitment to make this transaction a success
* Overriding objective of integration planning: Do what's best for combined
business post-closing
* Understand our obligation to protect our business; business as usual prior
to closing
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Benefits of RedBlue
[GRAPHIC OMITTED]
BEST-IN-CLASS ROBUST DEEP COMPREHENSIVE EXPANDED PLATFORM
UNCONVENTIONAL WATER TECHNOLOGY MATURE FIELDS FOR SUPERIOR GROWTH,
SOLUTIONS PORTFOLIO CAPABILITIES MARGINS and RETURNS
Creates a stronger, more diverse organization with the resources and
technologies to solve the industry's most difficult challenges
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RED-BLUE INTEGRATION STRATEGY
PLAN FOR INTEGRATION CAPTURE VALUE CREATE VALUE
INTEGRATE | STABILIZE | OPTIMIZE
COMBINED
EFFICIENCY OF COMPANY WELL-
INTEGRATION POSITIONED
CHANGE FOR SUPERIOR
MANAGEMENT GROWTH, MARGINS,
RETURNS
PRESERVE TRANSACTION DEVELOP Work towards
PRESENT AND INTEGRATION DAY 1 nearly $2B
BUSINESS REGULATORY onwards in annual cost
VALUE APPROVAL PLAN synergies
Generate returns from Mobilize focused,
multiple best-in-class high performance
business lines organization based on:
Build outstanding [] Shared values
technology and service [] Social connection
delivery platform for [] Unified desire to
superior future growth deliver value
------------------ ------------------- -------------------- ---------------------- ----------------------
Maintain the Diligently meet Detailed integration Accretive to cash Accretive to EPS
business, key conditions to close roadmap complete flow by end of year by end of year two
people, reputation prior to close one after close
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Integration Governance Structure
REGULATORY APPROVAL CHIEF INTEGRATION OFFICER INTEGRATION
MANAGEMENT OFFICE (IMO)
INTEGRATION LEADERSHIP TEAM
[GRAPHIC OMITTED]
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BELGACEM CHARIAG DINU JOHN
------------------------- ----------------------
Chief Integration Officer Information Technology
CHAD CAILLOUET DALE KUNNEMAN
----------------------
Business/Market Data [GRAPHIC OMITTED] Human Resources
THE BAKER HUGHES INTEGRATION TEAM
MARK BAERENWALD DON PREJEAN
------------------------- ----------------------
Finance Project Manager
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INTEGRATION PROJECT TEAM
Project Management HR Lead IT Lead
* Central point of contact * Total Rewards * Corporate Applications
* Liaise w/ HAL Integration team * Global Mobility * ERP Systems
-- Task Force Cadence * Workforce Admin * Infrastructure
-- Financial budget * Talent Acquisition * Business Intelligence
* Talent Management * IT Operations
* Competencies
* Change Management Marketing Lead
* Marketing Data
Finance Lead * Data Management
* Financial reporting * Branding
* General Ledger * eCRM
* Master Data * Account Management
* Procure to pay * Revenue / Share Analysis
* General accounting
* Regulatory/Compliance
* Tax / Treasury
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INTEGRATION PROCESS GUIDING PRINCIPLES
Speed trumps
perfection [GRAPHIC OMITTED] Combined company
comprised of "Best Athletes"
(people, products, processes)
[GRAPHIC OMITTED] [GRAPHIC OMITTED] We are integrating
Help organization focus on what not re-engineering
we have in common
We will
[GRAPHIC OMITTED] [GRAPHIC OMITTED] Communicate
HAL processes/systems presumed regularly and
but will keep open mind transparently
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INTEGRATION PROCESS PATHWAY [GRAPHIC OMITTED] 11 *The order, timing, and completion of events described may change. |
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Status
TO DATE ACTIVITY UPCOMING
* Core team identified * Task force kickoffs
* Cross Enterprise Up to 100 detail country/product * Divestiture "thesis"
information network line data sets requested finalization
identified Nearly 50% * Shareholder votes
completed
* Data protocols and submitted (on schedule) * and more
* Divestiture discovery * Target close
* Integration task forces Almost 600 individual data files
in place for HR, IT,
Finance In excess of
250 Baker Hughes
employees involved
to date
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Your role in this process PRIORITIES [GRAPHIC OMITTED] 13 |
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[GRAPHIC OMITTED] 14 |