Summary
This Form 8-K filed by SLB LIMITED/NV (SLB) on July 19, 2016, serves to formally report the resolution of the final outstanding matter related to the previously disclosed merger litigation with Cameron International Corp. The report clarifies that all litigation stemming from the merger announcement has been concluded. Specifically, a lawsuit filed in the Delaware Court of Chancery, which alleged breaches of fiduciary duty by Cameron's directors and aiding and abetting by the Schlumberger entities, has been dismissed. The primary purpose of this filing is to inform investors that the previously agreed-upon additional disclosures made by Cameron in its proxy statement effectively resolved the immediate concerns of the plaintiffs, leading to the withdrawal of motions to expedite proceedings and enjoin the stockholder vote. While the court dismissed the case in April 2016, it retained jurisdiction for attorneys' fees. SLB has settled this by paying $110,000 for attorneys' fees and expenses, concluding this legal chapter.
Key Highlights
- 1SLB is filing this 8-K to report the final resolution of litigation related to the Cameron International Corp. merger.
- 2The litigation involved purported class action lawsuits filed in the Delaware Court of Chancery.
- 3Plaintiffs alleged breaches of fiduciary duty by Cameron's directors and aiding and abetting by Schlumberger entities.
- 4The merger agreement was originally announced on August 25, 2015.
- 5Additional disclosures made by Cameron in its proxy statement in November 2015 resolved plaintiffs' concerns, leading to withdrawal of injunction motions.
- 6The Delaware Court of Chancery dismissed the lawsuit on April 15, 2016, retaining jurisdiction only for attorneys' fees.
- 7SLB has agreed to pay $110,000 to plaintiffs' counsel for attorneys' fees and expenses to fully satisfy the claim.