What is the nature of the transaction between SLB and ChampionX?

SLB has entered into an Agreement and Plan of Merger to acquire ChampionX Corporation in an all-stock transaction. ChampionX will merge with a subsidiary of SLB, becoming an indirect wholly-owned subsidiary of SLB.

How will ChampionX shareholders be compensated?

ChampionX shareholders will receive 0.735 shares of SLB common stock for each share of ChampionX common stock they own. Following the closing, ChampionX shareholders are expected to hold approximately 9% of the pro forma outstanding common stock of SLB.

What are the key conditions for completing the acquisition?

Key conditions include the approval of the merger agreement by ChampionX's stockholders, receipt of necessary regulatory approvals (including HSR and potentially CFIUS), the effectiveness of a registration statement on Form S-4 filed by SLB, and the listing of SLB merger shares on the NYSE. Both parties must also satisfy certain legal and contractual obligations.

Are there any termination fees associated with this agreement?

Yes, there are termination fees. ChampionX may be required to pay SLB a termination fee of $265.4 million under specific circumstances, such as if ChampionX's board changes its recommendation or if ChampionX enters into a superior acquisition proposal. SLB may be required to pay ChampionX a termination fee of $326.6 million if certain regulatory approvals are not obtained or if the transaction does not close by the specified end date under particular conditions.

SLB 8-K: Material Agreements

Summary

SLB Limited/NV (SLB) has announced a significant strategic move, entering into a definitive agreement to acquire ChampionX Corporation in an all-stock transaction. This merger, approved by the boards of directors of both companies, is structured as a merger where ChampionX will become an indirect wholly-owned subsidiary of SLB. ChampionX shareholders will receive 0.735 shares of SLB common stock for each share of ChampionX they own, resulting in ChampionX shareholders owning approximately 9% of the pro forma combined entity. The transaction is expected to enhance SLB's offerings and market position in the oilfield services sector. The completion of this acquisition is subject to customary closing conditions, including ChampionX shareholder approval and receipt of regulatory clearances, such as HSR and potentially CFIUS. The agreement includes provisions for termination fees under specific circumstances, with ChampionX potentially paying $265.4 million if it breaches certain terms or accepts a superior proposal, and SLB potentially paying $326.6 million if regulatory conditions or end dates are not met under certain scenarios. This filing also includes references to accompanying press releases and investor presentations that provide further details on the transaction and its strategic rationale.

Key Highlights

1SLB to acquire ChampionX Corporation in an all-stock transaction.
2ChampionX shareholders will receive 0.735 shares of SLB common stock per ChampionX share.
3ChampionX shareholders are expected to own approximately 9% of the pro forma combined company.
4The merger agreement has received unanimous approval from ChampionX's board and approval from SLB's board.
5Transaction is subject to customary closing conditions, including shareholder approval and regulatory clearances (HSR, CFIUS).
6Potential termination fees exist: $265.4 million payable by ChampionX under certain conditions, and $326.6 million payable by SLB under other specified conditions.
7The acquisition is expected to be synergistic and enhance SLB's market position.

SLB LIMITED/NV 8-K Report, Material Agreement (Apr 2, 2024)

Summary

Key Highlights

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