HOUSTON, March 28, 2016 /PRNewswire/ -- Cameron
(NYSE: CAM) announced that it elected to express no opinion and
remain neutral toward the offer by Schlumberger Holdings
Corporation ("SHC") on March 22, 2016
to purchase up to $1.2 billion
aggregate principal amount of the outstanding senior notes
of Cameron. The tender offer is being conducted in connection
with the previously announced proposed merger of Cameron with a wholly owned subsidiary of SHC,
pursuant to which Cameron will
become a direct, wholly owned subsidiary of SHC.
Cameron believes that each
noteholder should make its decision as to whether to tender on an
individual rather than a collective basis, based on that
noteholder's particular circumstances. Cameron further
believes the determination whether to tender is a financial
decision to be made by each noteholder, in consultation with the
noteholder's financial advisor, based on the terms of the offer
being made by SHC. For these reasons, Cameron believes that it is not appropriate
for it to make a recommendation to noteholders regarding the tender
of their notes and expresses no opinion as to the course of action
that noteholders should take.
The announcements contained in this press release were made
pursuant to Rule 14e-2 under the Securities Exchange Act of
1934.
Cautionary Note Regarding Forward Looking Statements
This communication contains "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, expected
timetable for completing the proposed merger, benefits and
synergies of the proposed merger, future opportunities for the
combined company and products, future performance and any other
statements regarding Cameron's
future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not statements of historical fact, are forward-looking statements.
Cameron cannot give any assurance
that such expectations will prove to have been correct. These
statements are subject to, among other things, satisfaction of the
closing conditions to the merger, the risk that the contemplated
merger does not occur, negative effects from the pendency of the
merger, the ability to successfully integrate the merged businesses
and to realize expected synergies, the timing to consummate the
proposed merger and other risk factors that are discussed in
Schlumberger's and Cameron's most
recent Annual Reports on Form 10-K and the definitive proxy
statement/prospectus referred to below, 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 Cameron undertakes no obligation to publicly
update or revise any of them in light of new information, future
events or otherwise.
Additional Information
In connection with the proposed merger, Schlumberger has filed
with the SEC a registration statement on Form S-4, including
Amendment No. 1 thereto, which was declared effective by the SEC on
November 16, 2015, and Cameron has filed the definitive proxy
statement/prospectus on November 17,
2015. This communication is not a substitute for the
definitive proxy statement/prospectus, the registration statement
or any other document Schlumberger or Cameron may file with the SEC in connection
with the proposed merger.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER
DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC
REGARDING THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY AS
AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. These materials
will be made available to investors of Cameron at no expense to them. Investors will
be able to obtain free copies of these documents and other
documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Schlumberger are available free of charge on Schlumberger's
internet website at http://www.slb.com. Copies of the documents
filed with the SEC by Cameron are
available free of charge on Cameron's internet website at
http://www.c-a-m.com. You may also read and copy any reports,
statements and other information filed by Cameron or Schlumberger with the SEC at the
SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/cameron-expresses-no-opinion-on-debt-tender-offer-by-schlumberger-holdings-corporation-300241823.html
SOURCE Cameron