Schlumberger
and Smith International, Inc. to Merge March, 2010 Filed by Schlumberger N.V. (Schlumberger Limited) Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Schlumberger N.V. (Schlumberger Limited) (File No.: 1-4601) Subject Company: Smith International, Inc. (File No: 1-8514) |
Forward-Looking Statements This presentation includes forward-looking statements 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 opinions, forecasts, projections, or other statements
other than statements of historical fact, are forward-looking statements. The Company can give no assurance that such expectations will prove to have been correct. These
statements are subject to, among other things, satisfaction of the closing conditions to the merger, the risk that the contemplated merger does not occur, negative
effects from the pendency of the merger, the ability to successfully integrate the merged businesses and to realize expected synergies and other risk factors that are discussed in
Schlumbergers and Smiths most recent 10-Ks as well as each companys other filings with the SEC available at the SECs Internet site (http://www.sec.gov). Actual
results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and we undertake no
obligation to publicly update or revise any of them in light of new information, future events or otherwise. Additional Information STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. These documents will contain important information about the
proposed transaction that should be read carefully before any decision is made with respect to the proposed transaction. These materials will be made available to the shareholders of Smith at no expense to them. Investors and security
holders will be able to obtain the documents (when available) free of charge at the SECs web site, www.sec.gov. In addition, such materials (and all other documents filed
with the SEC) will be available free of charge at www.smith.com or www.slb.com. Such documents are not currently available. You may also read and copy any reports, statements
and other information filed by Smith or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SECs website for further information on its public reference room. Each companys directors and executive officers and other persons may be deemed, under
SEC rules, to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Schlumbergers directors and officers can
be found in its proxy statement filed with the SEC on March 4, 2010 and information regarding Smiths directors and officers can be found in its proxy statement filed with
the SEC on April 13, 2009. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the transaction, by
security holdings or otherwise, will be contained in the proxy statement/prospectus and othe relevant materials to be filed with the SEC when they become available.
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Higher
levels of drilling will be necessary to sustain and increase world oil and gas
production Drilling intensity and well complexity will continue to increase due to areas such as deepwater sub-salt and shale gas Geosteered wells with complex geometries are key to increased recovery and maximizing initial production Combining our LWD, MWD & DD capabilities with the design and optimization of the entire BHA (including bits, drilling tools and drilling fluids) will improve drilling
performance and reduce drilling risk Industry TrendsDrilling |
Smith
Oilfield Smith Fluids Smith Distribution 2008A 2009A Revenue: $5,183 $4,224 Oper. Income: 840 541 Oper. Margin 16% 12% 2008A 2009A Revenue: $2,849 $2,225 Oper. Income: 747 254 Oper. Margin 26% 10% 2008A 2009A Revenue: $2,739 $1,769 Oper. Income: 180 (32) Oper. Margin 7% NM Drilling Fluid Systems and Services Environmental and Process Solutions Completion Fluids Production Chemicals Drill Bits Motors and Drilling Tools Reamers and Hole Openers Fishing and Casing Existing Tubular Drill String Components Completion and Artificial Lift Products LWD, MWD, DD Coiled Tubing, CH WL and Perforating Pipe, Valves and Fittings Mill, Safety and Maintenance Products Supply Chain Services Smith International, Inc. Smith International Organization |
Drilling
Services Gap Analysis Minority SLB JV interest Majority JV with SLB |
Complementary Services Integrated fluid engineering and environmental solutions IDEAS/i-Drill BHA modeling software Fishing services Window cutting and exiting services (Trackmaster) Inspection and machine shop services Rotating drilling headspressure containment Drilling Services Offering Surface Control Systems |
Enable SLB
to provide a fully optimized drilling services offering: Next generation of BHA offering Industry leading bit/drillstring software modeling In-house drilling bit/motor/turbine engineering and manufacturing surface control mechanisms for automation Higher temperature MWD/LWD capabilities (175 degC) Broaden SLB portfoliore-entry drilling process Enable SLB to add to completions offerings Smith manufacturing and distribution channels Vehicle for high volume business Merger Rationale |
Merger
Rationale (Continued) Drilling SolutionsD&M, IPM Integrated fluid engineering and RT hydraulics control (particularly for DW and HT)
Managed pressure drilling Wellbore stability and well strengthening solutions Loss circulation management while drilling solutions Zonal IsolationWell Services More efficient cement operations Improved logistics/supply chain for chemicals and bulk products Production TechnologiesWell Services and Completions Unique completion and stimulation solutions Shale gas environmental solutionswater management Water Services Environmental solutions Optimize interaction between MI-Swaco and SLB segments Downhole system reliabilityreduced blockage, abrasivity and chemical
damage |
1.
Create a drilling group to integrate our drilling services offering Improved drilling performanceintegrated BHA design and fluid engineering Increased operational efficiencynew motor (Dyna-Drill) and turbine designs
(Neyrfor) Rotary Steerable Services integration with the bit, plus instrumented bits
development Bits, reamers and drilling tools on D&M and IPM projects, plus new business Increase SLB exposure to vertical drillingcombined bit, PowerV* vertical drilling
system and motors Comprehensive brownfield reentry drilling packagefishing, exiting services PathFinder HT and mid tier LWD/MWDexpand footprint, access to new customers Smith manufacturing and distribution channelsvehicle for high volume business
Synergy Realization |
2. Optimize interaction between MI-Swaco and SLB segments Drilling SolutionsD&M, IPM Integrated fluid engineering and RT hydraulics control MPD and Wellbore stability solutions Well ProductivityWell Services Production TechnologiesReservoir Production new business opportunity Environmental SolutionsWater Services 3. Smith products and services complement SLB segment portfolios Liner hangersSLB Completions segment Production packersSLB Completions segment SmithLiftSLB Artificial Lift segment Coiled Tubing ServicesSLB Well Services segment Cased hole wirelineSLB Wireline segment Synergy Realization (Continued) |
Combines
services and products into one focused drilling organization Purpose of deal is
to improve drilling performance for our customers Optimized drilling system designsrange of drilling environments New product developmentevolving drilling challenges Improved total system reliability Add to SLB completions offerings Strengthens Smith brands Increase access to new business opportunities Access to SLB R&D Summary |
© 2010 Schlumberger. All rights reserved. An asterisk is used throughout this presentation to denote a mark of Schlumberger.
Other company, product, and service names are the properties of their respective
owners. |