8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

SLB LIMITED/NV 8-K Report, Acquisition Completed (Aug 27, 2010)

Filed August 27, 2010For Securities:SLB

Summary

This Form 8-K filing from SLB LIMITED/NV (SLB) on August 27, 2010, announces the significant event of completing its previously announced merger with Smith International, Inc. ("Smith"). This strategic transaction involved Smith merging with a wholly owned subsidiary of Schlumberger, with Smith continuing as a subsidiary of Schlumberger. The merger involved the exchange of Smith's common stock for Schlumberger common stock at a ratio of 0.6966 shares of Schlumberger for each share of Smith. For investors, the key takeaway is the immediate impact of this acquisition on Schlumberger's shareholder structure and its market position. Schlumberger issued approximately 176 million shares of its common stock, representing about 12.9% of its outstanding shares post-merger. This indicates a substantial increase in share count and potential dilution, which investors should carefully consider. The filing also confirms the use of Smith's prior financial statements (10-K and 10-Q) for acquired business financial information, with pro forma financials to follow.

Key Highlights

  • 1Completion of the merger between Schlumberger Limited ("Schlumberger") and Smith International, Inc. ("Smith") effective August 27, 2010.
  • 2Smith International, Inc. now operates as a wholly owned subsidiary of Schlumberger.
  • 3Smith stockholders received 0.6966 shares of Schlumberger common stock for each share of Smith common stock held.
  • 4Schlumberger issued approximately 176 million shares of its common stock as part of the merger consideration.
  • 5The issuance of new shares represents approximately 12.9% of Schlumberger's outstanding common stock after the merger.
  • 6Financial information for the acquired business (Smith) will be incorporated by reference from Smith's prior SEC filings.
  • 7Pro forma financial information regarding the merger will be filed in an amendment to this report within 71 days.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to report the official completion of the merger between Schlumberger Limited and Smith International, Inc. on August 27, 2010.

Schlumberger issued approximately 176 million shares of its common stock in connection with the merger, which constituted about 12.9% of its outstanding shares after the transaction.

The audited financial statements of Smith International are incorporated by reference from its Form 10-K for the year ended December 31, 2009, and its unaudited financial statements are incorporated by reference from its Form 10-Q for the quarter ended June 30, 2010.

Yes, pro forma financial information is expected to be filed as part of an amendment to this Current Report on Form 8-K, no later than 71 calendar days after the initial filing date.