8-KOther Events

SLB LIMITED/NV 8-K Report, Corporate Update (Jul 19, 2016)

Filed July 19, 2016For Securities:SLB

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.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally report the final resolution of all legal matters arising from the previously announced merger with Cameron International Corp. It confirms the dismissal of related litigation and the settlement of associated attorneys' fees.

The lawsuits alleged that Cameron's directors breached their fiduciary duties to Cameron's stockholders and that Cameron, Schlumberger US, Merger Sub, and Schlumberger aided and abetted these alleged breaches. These claims arose after the announcement of the proposed merger.

The litigation was resolved through additional disclosures made by Cameron in its definitive proxy statement, which satisfied the plaintiffs' concerns, leading them to withdraw motions for injunctions. Subsequently, the Delaware Court of Chancery dismissed the lawsuit. SLB then paid $110,000 to plaintiffs' counsel for attorneys' fees and expenses to finalize the matter.

SLB has agreed to pay $110,000 to plaintiffs' counsel for attorneys' fees and expenses. This amount represents a final settlement for this specific litigation and is a relatively small expenditure in the context of the overall merger, which closed on April 1, 2016.