UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2016
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
| Curaçao | 1-4601 | 52-0684746 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, 17th Floor, Houston, Texas 77056
62 Buckingham Gate, London SW1E 6AJ
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code: (713) 513-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 1, 2016, Schlumberger Limited (“Schlumberger”) completed the previously announced acquisition of Cameron International Corporation (“Cameron”) by Schlumberger Holdings Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Schlumberger (“Schlumberger Holdings”). Pursuant to the terms of the Agreement and Plan of Merger dated as of August 25, 2015 (the “Merger Agreement”) among Schlumberger Holdings, Rain Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Schlumberger Holdings (“Merger Sub”), Schlumberger and Cameron, Merger Sub merged with and into Cameron (the “Merger”), with Cameron continuing as the surviving corporation and a wholly-owned subsidiary of Schlumberger Holdings.
Under the terms of the Merger Agreement, each outstanding share of Cameron common stock (other than those held by Cameron or its subsidiaries) was cancelled and converted into the right to receive 0.716 shares of Schlumberger common stock and $14.44 in cash. Cameron stockholders will receive cash in lieu of any fractional shares of Schlumberger common stock that they would otherwise be entitled to receive in the Merger.
In connection with the Merger, Schlumberger issued approximately 138 million shares of its common stock (all of which were issued from its treasury shares), which represents approximately 9.9% of its outstanding common stock after giving effect to such issuance. In addition, Schlumberger reserved for issuance approximately 5.1 million additional shares of Schlumberger common stock in connection with the exercise or conversion of Cameron’s outstanding equity awards, which became exercisable for or convertible into Schlumberger common stock pursuant to the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to Schlumberger’s Current Report on Form 8-K filed with the SEC on August 26, 2015 and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On April 1, 2016, Schlumberger and Cameron issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K.
| 2.1 | Agreement and Plan of Merger among Schlumberger Holdings Corporation, Rain Merger Sub LLC, Schlumberger Limited and Cameron International Corporation, dated August 25, 2015 (incorporated by reference to Exhibit 2.1 of Schlumberger’s Current Report on Form 8-K filed on August 26, 2015). | |
| 99.1 | Press Release dated April 1, 2016. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| SCHLUMBERGER LIMITED |
| /s/ Howard Guild |
| Howard Guild |
| Chief Accounting Officer |
| Date: April 4, 2016 |
Exhibit 99.1
Schlumberger Completes Merger with Cameron
HOUSTON, April 1, 2016—Schlumberger Limited (NYSE:SLB) announced today that it has closed its merger with Cameron International Corporation. As previously announced, each Cameron stockholder is entitled to receive 0.716 shares of Schlumberger common stock and $14.44 in cash, in exchange for each Cameron share. Schlumberger has issued approximately 138 million shares pursuant to the merger. As a result, former Cameron stockholders own approximately 10% of Schlumberger’s outstanding shares of common stock.
The transaction combines two complementary technology portfolios into a pore-to-pipeline products and services offering to the global oil and gas industry. The merger will create technology-driven growth by integrating Schlumberger reservoir and well technology with Cameron wellhead and surface equipment, flow control and processing technology. This will result in the industry’s first complete drilling and production systems, which are enabled by Schlumberger expertise in instrumentation, data processing, control software, and system integration.
Paal Kibsgaard, Chairman and Chief Executive Officer of Schlumberger, remarked, “I am very pleased to welcome Cameron employees, customers and shareholders to Schlumberger. As a combined company, we will drive total system performance through a much closer integration between the surface and subsurface components of both drilling and production systems. We are ready to begin the process of realizing the synergies made possible by this merger and our focus in the near term is on the execution of our integration plans, while continuing to deliver safety and quality in our field operations.”
Scott Rowe, former Chief Executive Officer of Cameron, who has assumed the role of Schlumberger Cameron Group President, commented, “This is an exciting time for all Cameron employees as we integrate our portfolio with Schlumberger technologies to deliver improved operational performance, higher levels of cost efficiency, and close commercial alignment through new risk-based business models, while continuing to focus on the needs of our customers.”
About Schlumberger
Schlumberger is the world’s leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide. Employing approximately 95,000 people representing over 140 nationalities and working in approximately 85 countries, Schlumberger provides the industry’s widest range of products and services from exploration through production.
Schlumberger Limited has principal offices in Paris, Houston, London and The Hague, and reported revenues of $35.47 billion in 2015. For more information, visit www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The opinions, forecasts, projections, and other statements other than statements of historical fact, are forward-looking statements. Schlumberger can give no assurance that such expectations will prove correct. These statements are subject to the ability to integrate the merged businesses and to realize expected synergies, as well as other risk factors that are discussed in Schlumberger’s and Cameron’s most recent 10-Ks as well as each company’s other filings with the SEC available at the SEC’s Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise.
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For further information, contact:
Investors
Simon Farrant – Schlumberger Limited, Vice President of Investor Relations
Joy V. Domingo – Schlumberger Limited, Manager of Investor Relations
Office +1 (713) 375-3535
investor-relations@slb.com
Media
Joao Felix – Schlumberger Limited, Director of Corporate Communication
Office + 1 (713) 375-3494
corpcomms@slb.com