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SLB LIMITED/NV 8-K Report, Material Agreement (Feb 22, 2010)

Filed February 22, 2010For Securities:SLB

Summary

This 8-K filing announces a significant development for SLB LIMITED/NV (SLB) and its investors: the entry into a definitive Agreement and Plan of Merger with Smith International, Inc. The transaction outlines a merger where Smith International will become a wholly owned subsidiary of Schlumberger. This strategic move aims to expand SLB's market presence and service offerings in the oilfield services sector. The merger is structured as a stock-for-stock exchange, with Smith International shareholders set to receive 0.6966 shares of SLB common stock for each share of Smith International common stock they hold. The agreement details the treatment of outstanding Smith International equity awards, including restricted stock units and stock options, which will be converted into SLB equity. The completion of this merger is contingent upon several customary conditions, including stockholder approvals, regulatory clearances such as Hart-Scott-Rodino and European Commission approvals, and the effectiveness of a Form S-4 registration statement for SLB's shares. The company has also disclosed termination provisions and potential termination fees, including specific provisions for antitrust-related deal breaks.

Key Highlights

  • 1Schlumberger (SLB) has entered into a definitive Agreement and Plan of Merger with Smith International, Inc.
  • 2The transaction is an all-stock deal where Smith International will become a wholly owned subsidiary of Schlumberger.
  • 3Smith International shareholders will receive 0.6966 shares of SLB common stock for each share of Smith International common stock.
  • 4Outstanding Smith International restricted stock units and stock options will be vested and converted into SLB equity awards.
  • 5Completion of the merger is subject to customary conditions, including Smith's stockholder approval and various regulatory clearances (e.g., HSR Act, European Commission).
  • 6A registration statement on Form S-4 will be filed by SLB for the issuance of its common stock in the merger.
  • 7The Merger Agreement includes termination clauses and potential termination fees for both parties under specified circumstances, with particular attention to antitrust issues.

Frequently Asked Questions

This 8-K filing announces that Schlumberger (SLB) has entered into a definitive merger agreement with Smith International, Inc. It details the terms of the agreement, including the exchange ratio for stock, conditions for completion, and provisions related to equity awards.

Smith International shareholders will receive 0.6966 shares of Schlumberger (SLB) common stock for each share of Smith International common stock they own. Outstanding equity awards will also be converted into SLB equity.

The merger is subject to several conditions, including approval by Smith International's stockholders, regulatory approvals (such as from antitrust authorities like the Hart-Scott-Rodino Act and the European Commission), the effectiveness of SLB's Form S-4 registration statement, and the approval of SLB's shares for listing on the NYSE. Both companies also need to deliver customary tax opinions.

Yes, the merger agreement includes termination provisions with potential termination fees. Smith International may be required to pay SLB a $340 million termination fee under certain circumstances. In cases related to antitrust or competition approvals, SLB may be required to pay Smith International a termination fee of $615 million. Transaction expenses up to $10 million may also be reimbursed by either party under specific termination scenarios.