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
On September 28, 2015, Baker Hughes distributed the following communication to certain of its employees.
To: | All Completions and Wellbore Intervention and Gulf of Mexico Pressure Pumping employees |
From: | Zac Crouch,
Vice President, Completions and Wellbore Intervention Belgacem Chariag, Chief Integration Officer |
Date: | Sept. 28, 2015 |
Please See Important Information at the End of This Announcement
Today's announcement regarding proposed divestitures
Earlier today, Halliburton and Baker Hughes issued a press
release detailing additional divestiture proposals for both companies.
In the press release, our Core Completions business, including packers, flow control tools, subsurface safety systems, intelligent
well systems, permanent monitoring, sand control tools, and sand control screens, will be marketed as part of the proposal. Additionally,
the sand control business in the Gulf of Mexico, including two pressure pumping vessels, will be marketed as part of the core
completions business.
The decision to propose divesting these businesses is the result of months of careful analysis. The objective of the proposed
divestitures is to address potential competitive concerns by creating strong, viable businesses with the ability to grow and compete
effectively in the future.
For more than a century, these businesses have remained on the leading edge of energy technologies and built a reputation of meeting
our customers' most difficult challenges, all made possible by the hard work and expertise of our employees.
We are confident the eventual buyers of these businesses will be eager to see the growth of the businesses continue, creating
continued career opportunities for employees.
A team has been assembled to prepare these businesses for potential divestiture.
Remember that these divestitures will not happen until required regulatory approvals of Halliburton's acquisition of Baker Hughes
have been obtained and the transaction closes; hence we will continue to operate as one company focused on delivering safe, compliant
service to our customers. There is no agreement to date with any competition enforcement authority as to the adequacy of the proposed
divestitures. The companies will continue to work constructively with all competition enforcement authorities that have expressed
an interest in the proposed transaction. The pending acquisition has
received unconditional regulatory clearances in Canada, Kazakhstan,
South Africa, and Turkey.
As a final reminder, Halliburton remains a competitor until the transaction closes. We will continue to share more information
as appropriate.
Feel free to share this email with colleagues who support these businesses.
New Red-Blue FAQs added on proposed divestitures
This announcement has been sent to Finance, HR, HSE, IT, Legal, and Marketing leadership. Feel free to forward.
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.
Baker Hughes
2929 Allen Parkway, Suite 2100
Houston, TX 77019
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 Amendments No. 1 and 2 thereto, and a definitive joint proxy statement/prospectus of Baker Hughes and Halliburton
and other documents related to the proposed transaction. The registration statement was declared effective by the SEC on February
17, 2015 and the definitive proxy statement/prospectus has been 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
FILED OR THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR 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 are 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 alondra.oteyza@bakerhughes.com
or by phone at +1-713-439-8822. Copies of the documents filed with the SEC by Halliburton are 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, 2014, which was filed with the
SEC on February 26, 2015, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March
27, 2015, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which was filed with the SEC on July 23,
2015. 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, 2014, which was filed with the SEC on February 24, 2015, its proxy statement for its 2015 annual meeting
of stockholders, which was filed with the SEC on April 7, 2015, and its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015, which
was filed with the SEC on July 24, 2015.
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.
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," "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: 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.