What is the primary purpose of this 8-K filing?

This 8-K filing announces a material definitive agreement, specifically the entry into an Agreement and Plan of Merger between Schlumberger (SLB) and Cameron International Corporation, detailing the terms of SLB's acquisition of Cameron.

How will Cameron shareholders be compensated in this acquisition?

Cameron shareholders will receive a combination of 0.716 shares of SLB common stock and $14.44 in cash for each share of Cameron common stock they own, subject to certain exclusions.

What are the key conditions for the completion of this merger?

The merger is subject to several conditions, including approval by Cameron's stockholders, receipt of necessary regulatory approvals (such as antitrust clearance from the U.S. and EU), the effectiveness of a registration statement for SLB's shares, and the listing of these shares on the New York Stock Exchange.

What is the significance of the existing OneSubsea™ partnership?

The acquisition builds upon the existing partnership between SLB and Cameron in OneSubsea™, a venture focused on subsea oil and gas products, systems, and services. This suggests a strategic intent to further consolidate and strengthen their capabilities in this market segment.

SLB 8-K: Material Agreements

Summary

SLB Limited/NV (SLB) announced a significant strategic move through an 8-K filing on August 25, 2015, detailing an Agreement and Plan of Merger with Cameron International Corporation. This transaction involves SLB acquiring Cameron in a merger where Cameron will be the surviving entity, with SLB Holdings acquiring all of Cameron's stock. The deal is structured as a combination of stock and cash, with Cameron shareholders set to receive 0.716 shares of SLB common stock and $14.44 in cash for each Cameron share they own. This acquisition aims to strengthen SLB's position in the oil and gas services market, building upon the existing partnership in the OneSubsea™ joint venture.

Key Highlights

1SLB announced an Agreement and Plan of Merger to acquire Cameron International Corporation for a combination of stock and cash.
2Cameron shareholders will receive 0.716 SLB shares and $14.44 cash per Cameron share.
3The merger is a strategic move to enhance SLB's offerings in the subsea oil and gas market, leveraging the existing OneSubsea™ partnership.
4The transaction requires approval from Cameron's stockholders and various regulatory bodies, including antitrust clearance.
5Key closing conditions include effectiveness of a Form S-4 registration statement and listing approval for SLB shares on the NYSE.
6The Merger Agreement includes provisions for termination under specific circumstances, with potential termination fees for Cameron.
7SLB and Cameron held an investor conference call on August 26, 2015, to discuss the proposed merger.

SLB LIMITED/NV 8-K Report, Material Agreement (Aug 26, 2015)

Summary

Key Highlights

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