Boots & Coots to Hold Special Stockholders’ Meeting on September 15 to Vote on the Proposed Merger With Halliburton
August 11 2010 - 8:00AM
Business Wire
Boots & Coots, Inc. (NYSE:WEL), announced today that a
Special Meeting of Stockholders will be held Wednesday, September
15, 2010 at 9:00 a.m. Central Time at the Hilton Garden Inn Houston
Northwest, 7979 Willow Chase Boulevard, Houston, Texas 77070.
Stockholders will be asked to consider and vote on, among other
items, the adoption of the proposed merger agreement with
Halliburton, previously announced on April 9, 2010, pursuant to
which Halliburton will acquire all of the outstanding stock of
Boots & Coots in a stock and cash transaction. Stockholders of
record as of the close of business on July 23, 2010 will be
provided notice and proxy materials and Election Forms/Letters of
Transmittal, and will be entitled to vote at the special
meeting.
Under the merger agreement, Boots & Coots stockholders will
receive $3.00 per share for each share of Boots & Coots common
stock they hold, comprised of $1.73 in cash and $1.27 in
Halliburton common stock, subject to election and proration
features and an exchange ratio based on Halliburton’s five-day
average share price prior to closing as further described in the
merger agreement. The transaction is expected to close as soon
as practical after the Special Stockholders’ Meeting.
The Boards of Directors of both companies have approved the
merger agreement, and the Board of Directors of Boots & Coots
has recommended approval of the transaction to its
stockholders.
About Boots & Coots
Boots & Coots, Inc., 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. Additional
information can be found at www.boots-coots.com.
Additional Information
In connection with the proposed merger, Halliburton and Boots
& Coots have filed materials relating to the transaction with
the SEC, including a registration statement of Halliburton, which
includes a prospectus of Halliburton and a proxy statement of Boots
& Coots, and intend to file additional materials relating to
the transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS
REGARDING THE PROPOSED MERGER WHEN THEY ARE AVAILABLE, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HALLIBURTON,
BOOTS & COOTS AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the registration
statement, and the definitive proxy statement/prospectus when it is
available, as well as other documents containing information about
Halliburton and Boots & Coots, without charge, at the SEC’s web
site at www.sec.gov. Copies of Halliburton’s SEC filings may also
be obtained for free by directing a request to
investors@halliburton.com. Copies of the Boots & Coots’ SEC
filings may also be obtained for free by directing a request to
investorrelations@boots-coots.com.
Participants in Solicitation
Halliburton and Boots & Coots and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Boots & Coots’ stockholders in
respect of the merger. Information about these persons can be found
in Halliburton’s proxy statement relating to its 2010 Annual
Meeting of Stockholders, as filed with the SEC on April 5, 2010,
Boots & Coots’ Annual Report on Form 10-K/A, as filed with the
SEC on April 30, 2010, and Boots & Coots’ Current Report on
Form 8-K, as filed with the SEC on March 5, 2010. These documents
can be obtained free of charge from the sources indicated above.
Additional information about the interests of such persons in the
solicitation of proxies in respect of the merger is included in the
registration statement and will be included in the definitive proxy
statement/prospectus to be filed with the SEC in connection with
the proposed transaction.
Forward-Looking Statements
Certain statements included in this news release are intended as
"forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. All statements included in this
press release that address activities, events or developments that
Boots & Coots expects, believes or anticipates will or may
occur in the future are forward-looking statements. These
statements are based on our current expectations and projections
about future events and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results
and performance to be materially different from any future results
or performance expressed or implied by these forward-looking
statements. Forward-looking statements include, but are not limited
to, statements regarding the proposed merger and whether and when
the merger will be completed. More information about the risks and
uncertainties relating to these forward-looking statements is found
in Boots & Coots' SEC filings, which are available free of
charge on the SEC's web site at www.sec.gov.
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