Halliburton Announces Preliminary Results of Merger Consideration Elections by
Boots & Coots Stockholders
HOUSTON, TX — September 8, 2010 - Halliburton (NYSE: HAL) announced today the preliminary results of the merger consideration elections made by stockholders of Boots & Coots (NYSE Amex: WEL) as to the form of merger consideration they wish to receive in connection with the acquisition of Boots & Coots by Halliburton. Halliburton anticipates closing the acquisition on September 17, 2010, assuming that Boots & Coots stockholders approve the transaction at a special meeting scheduled for September 15, 2010.
Based on available information, as of the election deadline of 5:00 p.m., New York time, on September 7, 2010, the preliminary results of election are as follows:
· All Cash Elections: Elections to receive 100% cash for each share of Boots & Coots common stock were made with respect to approximately 28.7 million shares of Boots & Coots common stock (approximately 34.7% of the outstanding shares of Boots & Coots common stock);
· All Stock Elections: Elections to receive 100% Halliburton common stock for each share of Boots & Coots common stock were made with respect to approximately 5.0 million shares of Boots & Coots common stock (approximately 6.0% of the outstanding shares of Boots & Coots common stock);
· Mixed Elections: Elections to receive a combination of cash and Halliburton common stock for each share of Boots & Coots common stock were made with respect to approximately 1.4 million shares of Boots & Coots common stock (approximately 1.7% of the outstanding shares of Boots & Coots common stock); and
· Non-Elections: No election was made with respect to approximately 47.7 million shares of Boots & Coots common stock (approximately 57.6% of the outstanding shares of Boots & Coots common stock). Boots & Coots shares with respect to which no election was made will be treated as Mixed Election shares.
Cash elections with respect to approximately 0.6 million Boots & Coots shares and stock elections with respect to approximately 1,000 Boots & Coots shares were made pursuant to the notice of guaranteed delivery procedure. Merger consideration elections with respect to Boots & Coots shares pursuant to the notice of guaranteed delivery procedure require the delivery of Boots & Coots stock certificates representing such shares to the exchange agent, BNY Mellon Shareowner Services, by 5:00 p.m., New York time, on September 10, 2010. If the exchange agent does not receive the required certificates or confirmation of transfer by this guaranteed delivery deadline, the Boots & Coots shares subject to such election will be treated as shares for which no valid election was made.
Under the terms of the merger agreement, for each share of Boots & Coots common stock, Boots & Coots stockholders had the option to elect to receive consideration consisting of cash, shares of Halliburton common stock or a combination of both, subject to a proration feature. Subject to modification in order to achieve the intended tax consequences of the merger as described in the proxy statement/prospectus dated August 10, 2010, Boots & Coots stockholders electing to receive a mix of cash and stock consideration and non-electing stockholders will receive (1) $1.73 in cash and (2) a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $1.27 by the volume weighted average trading price of a share of Halliburton common stock during the five-day trading period ending on the second full trading day immediately prior to the effective date of the merger (the “Halliburton five-day average price”), for each share of Boots & Coots common stock they own. Subject to proration, (i) Boots & Coots stockholders electing to receive all cash will receive $3.00 for each share of Boots & Coots common stock they own and (ii) Boots & Coots stockholders electing to receive only Halliburton common stock will receive a fraction of a share of Halliburton common stock equal to an exchange ratio, which will be calculated by dividing $3.00 by the Halliburton five-day average price, for each share of Boots & Coots common stock they own.
As stated above, the cash election and stock election of Boots & Coots stockholders are subject to proration to reflect that the aggregate cash consideration to be received by Boots & Coots stockholders pursuant to the merger is fixed at an amount equal to the product of $1.73 (subject to modification in order to achieve the intended tax consequences of the merger) and the number of issued and outstanding shares of Boots & Coots common stock immediately prior to the closing of the merger (excluding certain shares that do not convert into the right to receive the merger consideration). As a result, Boots & Coots stockholders that made a valid election to receive all cash or all stock consideration may not receive the merger consideration entirely in the form elected.
Based on the preliminary information above and the terms of the merger agreement, and assuming no modification of the merger consideration to achieve the intended tax consequences of the merger and that the number of issued and outstanding shares of Boots & Coots common stock immediately prior to the merger equals the number of shares outstanding on September 7, 2010:
· Boots & Coots stockholders who made valid elections to receive all cash consideration would receive, for each share subject to such election, approximately 67.6% of the merger consideration in cash and the remainder in Halliburton common stock;
· Boots & Coots stockholders who made valid elections to receive all stock consideration would receive, for each share subject to such election, 100% of the consideration for their Boots & Coots shares in Halliburton common stock;
· Boots & Coots stockholders electing mixed cash and stock consideration, and stockholders that failed to make a valid election, would receive, for each share subject to such election, $1.73 in cash and a number of Halliburton shares determined by dividing $1.27 by the Halliburton five-day average price.
The final results of the allocation of the merger consideration are expected to be announced on or about September 15, 2010. Pursuant to the merger agreement, fractional shares of Halliburton common stock will not be issued. In lieu thereof, Boots & Coots stockholders will receive cash for their fractional share based on the Halliburton five-day average price.
About Halliburton
Founded in 1919, Halliburton is one of the world’s largest providers of products and services to the energy industry. With more than 50,000 employees in approximately 70 countries, the company serves the upstream oil and gas industry throughout the life cycle of the reservoir - from locating hydrocarbons and managing geological data, to drilling and formation evaluation, well construction and completion, and optimizing production through the life of the field.
About Boots & Coots
Boots & Coots, with its headquarters in Houston, Texas, provides a suite of integrated pressure control services to onshore and offshore oil and gas exploration companies around the world. Boots & Coots’ products and services include well intervention services designed to enhance production for oil and gas operators. These services consist primarily of hydraulic workover and snubbing services. Boots & Coots’ equipment services segment provides high pressure, high temperature rental tools. The company’s pressure control services are designed to reduce the number and severity of critical events such as oil and gas well fires, blowouts or other incidences due to loss of control at the well. This segment consists primarily of the company’s Safeguard prevention and emergency response services.
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