8-KOther Events

SLB LIMITED/NV 8-K Report (Apr 20, 2001)

Filed April 20, 2001For Securities:SLB

Summary

SLB Limited/NV (SLB) filed an 8-K on April 19, 2001, reporting on the successful acquisition of a controlling interest in Sema plc, an IT services company. On April 6, 2001, SLB's subsidiary, Schlumberger Investments, declared its offer for Sema's ordinary share capital unconditional. By this date, SLB had acquired approximately 87% of Sema's issued share capital through a combination of offer acceptances and market purchases, with acceptances alone representing 67%. The total consideration for 100% of Sema is anticipated to be around $5.2 billion in cash. The acquisition, financed through existing cash and a $3 billion credit facility, marks a significant expansion of SLB's capabilities in IT services, particularly within the telecommunications and finance sectors where Sema has a strong focus. SLB intends to compulsorily acquire the remaining Sema shares. Financial statements and pro forma information for the acquired business will be filed in an amendment to this report, as immediate provision was impracticable. SLB will consolidate Sema's results beginning April 1, 2001.

Key Highlights

  • 1SLB's subsidiary, Schlumberger Investments, has declared its offer for Sema plc unconditional, securing a controlling stake.
  • 2As of April 6, 2001, SLB had acquired approximately 87% of Sema's issued share capital through acceptances and market purchases.
  • 3The total expected consideration for acquiring 100% of Sema is approximately $5.2 billion in cash.
  • 4The acquisition is financed through existing cash and a $3 billion credit facility.
  • 5Sema plc is an IT services company focused on telecommunications and finance sectors.
  • 6SLB intends to compulsorily acquire the remaining Sema shares, having crossed the 90% ownership threshold.
  • 7Sema's financial statements and pro forma information will be filed in a future amendment to the 8-K.

Frequently Asked Questions

This 8-K filing announces that SLB Limited/NV (SLB) has successfully acquired a controlling interest in Sema plc, an IT services company. It details the percentage of shares acquired, the total expected consideration, financing details, and the intention to compulsorily acquire the remaining shares.

The aggregate consideration for the acquisition of 100% of the issued Sema shares is expected to be approximately $5.2 billion in cash, including transaction expenses.

For financial reporting purposes, SLB will include the results of operations of Sema in its consolidated accounts commencing April 1, 2001.

Sema plc is an IT services company that provides design, implementation, operations, and management of information systems and IT consulting. SLB is acquiring Sema to expand its capabilities, particularly in the telecommunications and finance sectors where Sema has a strong focus and offers specialized software products.