SLB (NYSE: SLB) and ChampionX Corporation (NASDAQ: CHX) today
announced a definitive agreement for SLB to purchase ChampionX in
an all-stock transaction. The agreement was unanimously approved by
the ChampionX board of directors.
Under the terms of the agreement, ChampionX shareholders will
receive 0.735 shares of SLB common stock in exchange for each
ChampionX share. At the closing of the transaction ChampionX
shareholders will own approximately 9% of SLB’s outstanding shares
of common stock.
SLB’s acquisition of ChampionX comes at an important time in the
industry. The production phase of oil and gas operations typically
comprises the majority of an asset’s life cycle from completion
through decommissioning. This places a premium on service
providers’ ability to help customers address challenges across the
entirety of their production system. At the same time, there is
growing demand to scale emerging technologies such as AI and
autonomous operations across global operations.
“Our customers are seeking to maximize their assets while
improving efficiency in the production and reservoir recovery phase
of their operations,” Olivier Le Peuch, SLB’s chief executive
officer, said. “This presents a significant opportunity for service
providers who can partner with customers throughout the entire
production lifecycle, offering integrated solutions and delivering
differentiated value. The combination of ChampionX’s strong
production-focused leadership throughout North America and beyond
with our own international presence, unmatched technology
portfolio, and history of innovation will drive tremendous value
for our customers and stakeholders.
“Our core strategy remains centered on meeting growing energy
demand while accelerating decarbonization and emissions reduction
through innovation, scale and digitalization in our core oil and
gas business. This acquisition will expand SLB’s presence in the
less cyclical and growing production and recovery space that is
closely aligned with our returns-focused, capital-light strategy,”
Le Peuch said.
“Today’s announcement marks the start of an exciting next
chapter for ChampionX,” Soma Somasundaram, president and CEO of
ChampionX, said. “We have been on a journey to build the best
production-focused company in our sector, with a goal of unlocking
energy through our differentiated products and technology as well
as our strong financial engine. Becoming part of SLB will give us a
much broader portfolio and the resources and reach to continue to
lead the industry in providing energy to the world in an
economically and environmentally sustainable way. Our companies
share a vision for the future of energy that leverages technology
and innovation to solve our customers’ most complex problems and
better serve the communities in which we operate.
“As I look ahead, I am confident that our talented employees
will benefit from greater opportunities as part of a larger
organization. For our shareholders, the combination provides
compelling value creation and the opportunity to share in
significant upside from the realization of synergies, including
accelerated growth opportunities given the complementary nature of
the respective portfolios. I have long admired SLB’s focus on
technology and innovation, as well as its global reach, and
throughout our engagement with them, I have also been impressed
with their commitment to preserving and capitalizing on all that
has made ChampionX successful. Finally, I want to thank our
employees for their continued commitment to our purpose of
improving lives,” Somasundaram said.
SLB expects to realize annual pretax synergies of approximately
$400 million within the first three years post-closing through
revenue growth and cost savings. The transaction is subject to
ChampionX shareholders’ approval, regulatory approvals and other
customary closing conditions. It is anticipated that the closing of
the transaction will occur before the end of 2024.
SLB also announced today that it will return $7 billion to
shareholders over the next two years. SLB will increase its 2024
shareholder returns to a target of $3 billion as well as set a
target for 2025 shareholder returns of $4 billion. “This commitment
to our shareholders for 2024 and 2025 highlights our confidence in
the value this transaction will create and in our ability to
continue generating strong cash flow from our broader portfolio
this year and next,” Le Peuch said.
Conference Call InformationSLB will hold a
conference call at 8:00AM CDT/9:00AM EDT today, April 2, 2024. To
access the call, which is open to the public, please contact the
conference call operator at +1 (844) 721-7241 within North America,
or +1 (409) 207-6955 outside North America, approximately 10
minutes prior to the call’s scheduled start time, and provide the
access code 8858313. At the conclusion of the conference call, an
audio replay will be available by dialing +1 (866) 207-1041 within
North America, or +1 (402) 970-0847 outside North America, and
providing the access code 2487174. The conference call will be
webcast simultaneously at www.slb.com/newscast on a listen-only
basis. A replay of the webcast also will be available at the same
website.
About SLB SLB (NYSE: SLB) is a global
technology company that drives energy innovation for a balanced
planet. With a global footprint in more than 100 countries and
employees representing almost twice as many nationalities, we work
each day on innovating oil and gas, delivering digital at scale,
decarbonizing industries, and developing and scaling new energy
systems that accelerate the energy transition. Find out more at
slb.com.
About ChampionX ChampionX Corporation is a
global leader in chemistry solutions, artificial lift systems, and
highly engineered equipment and technologies that help companies
drill for and produce oil and gas safely, efficiently, and
sustainably around the world. ChampionX’s expertise, innovative
products, and digital technologies provide enhanced oil and gas
production, transportation, and real-time emissions monitoring
throughout the lifecycle of a well. To learn more about ChampionX,
visit our website at www.championX.com.
Media |
Investors |
Josh Byerly – Vice President of
CommunicationsMoira Duff – Director of External
CommunicationsSLBTel: +1 (713) 375-3407 media@slb.comJohn Breed –
Manager of External and Community Affairs ChampionX Tel:
+1 (281) 403-5751 john.breed@championx.com |
James R. McDonald – Senior Vice
President of Investor Relations & Industry AffairsJoy V.
Domingo – Director of Investor Relations SLBTel: +1 (713)
375-3535investor-relations@slb.comByron Pope – Vice President of
ESG and Investor Relations ChampionX Tel: +1 (281)
602-0094 byron.pope@championx.com |
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act of 1934, as amended.
Such forward-looking statements include statements relating to
the proposed transaction between SLB and ChampionX, including
statements regarding the benefits of the transaction and the
anticipated timing of the transaction, and information regarding
the businesses of SLB and ChampionX, including expectations
regarding outlook and all underlying assumptions, SLB’s and
ChampionX’s objectives, plans and strategies, information relating
to operating trends in markets where SLB and ChampionX operate,
statements that contain projections of results of operations or of
financial condition, and all other statements other than statements
of historical fact that address activities, events or developments
that SLB or ChampionX intends, expects, projects, believes or
anticipates will or may occur in the future. Such statements are
based on management’s beliefs and assumptions made based on
information currently available to management. All statements in
this communication, other than statements of historical fact, are
forward-looking statements that may be identified by the use of the
words “outlook,” “guidance,” “expects,” “believes,” “anticipates,”
“should,” “estimates,” “intends,” “plans,” “seeks,” “targets,”
“may,” “can,” “believe,” “predict,” “potential,” “projected,”
“projections,” “precursor,” “forecast,” “ambition,” “goal,”
“scheduled,” “think,” “could,” “would,” “will,” “see,” “likely,”
and other similar expressions or variations, but not all
forward-looking statements include such words. These
forward-looking statements involve known and unknown risks and
uncertainties, and which may cause SLB’s or ChampionX’s actual
results and performance to be materially different from those
expressed or implied in the forward-looking statements. Factors and
risks that may impact future results and performance include, but
are not limited to, those factors and risks described in Part I,
“Item 1. Business”, “Item 1A. Risk Factors”, and “Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in SLB’s Annual Report on Form 10-K for the
year ended December 31, 2023, as filed with the SEC on January 24,
2024, and Part 1, “Item 1A. Risk Factors” in ChampionX’s Annual
Report on Form 10-K for the year ended December 31, 2023 filed with
the SEC on February 6, 2024, and each of their respective,
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K.
These include, but are not limited to, and in each case as a
possible result of the proposed transaction on each of SLB and
ChampionX: the ultimate outcome of the proposed transaction between
SLB and ChampionX, including the possibility that ChampionX
stockholders will not adopt the merger agreement in respect of the
proposed transaction; the effect of the announcement of the
proposed transaction; the ability to operate the SLB and ChampionX
respective businesses, including business disruptions; difficulties
in retaining and hiring key personnel and employees; the ability to
maintain favorable business relationships with customers, suppliers
and other business partners; the terms and timing of the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed transaction; the anticipated or actual tax treatment of
the proposed transaction; the ability to satisfy closing conditions
to the completion of the proposed transaction (including the
adoption of the merger agreement in respect of the proposed
transaction by ChampionX stockholders); other risks related to the
completion of the proposed transaction and actions related thereto;
the ability of SLB and ChampionX to integrate the business
successfully and to achieve anticipated synergies and value
creation from the proposed transaction; changes in demand for SLB’s
or ChampionX’s products and services; global market, political, and
economic conditions, including in the countries in which SLB and
ChampionX operate; the ability to secure government regulatory
approvals on the terms expected, at all or in a timely manner; the
extent of growth of the oilfield services market generally,
including for chemical solutions in production and midstream
operations; the global macro-economic environment, including
headwinds caused by inflation, rising interest rates, unfavorable
currency exchange rates, and potential recessionary or
depressionary conditions; the impact of shifts in prices or margins
of the products that SLB or ChampionX sells or services that SLB or
ChampionX provides, including due to a shift towards lower margin
products or services; cyber-attacks, information security and data
privacy; the impact of public health crises, such as pandemics
(including COVID-19) and epidemics and any related company or
government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the
functioning of national or global economies and markets; trends in
crude oil and natural gas prices, including trends in chemical
solutions across the oil and natural gas industries, that may
affect the drilling and production activity, profitability and
financial stability of SLB’s and ChampionX’s customers and
therefore the demand for, and profitability of, their products and
services; litigation and regulatory proceedings, including any
proceedings that may be instituted against SLB or ChampionX related
to the proposed transaction; failure to effectively and timely
address energy transitions that could adversely affect the
businesses of SLB or ChampionX, results of operations, and cash
flows of SLB or ChampionX; and disruptions of SLB’s or ChampionX’s
information technology systems.
These risks, as well as other risks related to the proposed
transaction, will be included in the Form S-4 and proxy
statement/prospectus that will be filed with the SEC in connection
with the proposed transaction. While the list of factors presented
here is, and the list of factors to be presented in the
registration statement on Form S-4 are, considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. For additional information about
other factors that could cause actual results to differ materially
from those described in the forward-looking statements, please
refer to SLB’s and ChampionX’s respective periodic reports and
other filings with the SEC, including the risk factors identified
in SLB’s and ChampionX’s Annual Reports on Form 10-K, respectively,
and SLB’s and ChampionX’s subsequent Quarterly Reports on Form
10-Q. The forward-looking statements included in this communication
are made only as of the date hereof. Neither SLB nor ChampionX
undertakes any obligation to update any forward-looking statements
to reflect subsequent events or circumstances, except as required
by law.
Additional Information about the Transaction and Where
to Find It
In connection with the proposed transaction, SLB intends to file
with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “Form S-4”) that will
include a proxy statement of ChampionX and that also constitutes a
prospectus of SLB with respect to the shares of SLB to be issued in
the proposed transaction (the “proxy statement/prospectus”). Each
of SLB and ChampionX may also file other relevant documents with
the SEC regarding the proposed transaction. This document is not a
substitute for the Form S-4 or proxy statement/prospectus or any
other document that SLB or ChampionX may file with the SEC. The
definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of ChampionX. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the Form S-4 and the
proxy statement/prospectus (if and when available) and other
documents containing important information about SLB, ChampionX and
the proposed transaction, once such documents are filed with the
SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with, or
furnished to, the SEC by SLB will be available free of charge on
SLB’s website at https://investorcenter.slb.com. Copies of the
documents filed with, or furnished to, the SEC by ChampionX will be
available free of charge on ChampionX’s website at
https://investors.championx.com. The information included on, or
accessible through, SLB’s or ChampionX’s website is not
incorporated by reference into this communication.
Participants in the
Solicitation
SLB, ChampionX and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of SLB,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in SLB’s proxy
statement for its 2024 Annual General Meeting of Stockholders
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0000087347/000130817924000033/lslb2024_def14a.htm),
which was filed with the SEC on February 22, 2024, including under
the sections entitled “Director Compensation”, “Security Ownership
by Management and Our Board”, “Compensation Discussion and
Analysis”, “2023 Compensation Decisions and Results”, “Elements of
2023 Total Compensation”, “Long-Term Equity Incentive Awards”,
“Executive Compensation Tables”, “Grants of Plan-Based Awards in
2023”, “Outstanding Equity Awards at Year-End 2023”, “Potential
Payments Upon Termination or Change in Control” and “Pay vs.
Performance Comparison”, and SLB’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0000087347/000095017024006884/slb-20231231.htm),
which was filed with the SEC on January 24, 2024, including under
the sections entitled “Item 10. Directors, Executive Officers and
Corporate Governance”, “Item 11. Executive Compensation”, “Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters”, and “Item 13. Certain Relationships
and Related Transactions, and Director Independence”. Information
about the directors and executive officers of ChampionX, including
a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in ChampionX’s proxy statement
for its 2023 Annual Meeting of Stockholders
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1723089/000172308923000073/championx-20230327.htm),
which was filed with the SEC on March 29, 2023, including under the
sections entitled “Executive Compensation Highlights”, “Director
Compensation”, “2022 Director Compensation Table”, “Security
Ownership of Certain Beneficial Owners and Management”,
“Compensation Discussion and Analysis”, “Key Compensation Overview
for 2022”, “Summary of 2022 Compensation for Named Executive
Officers”, “Elements of Our Executive Compensation Program”,
“Long-Term Equity Incentive Compensation”, “Additional Executive
Compensation Governance Considerations”, “Executive Compensation
Tables”, “Potential Payments upon Termination or
Change-in-Control”, “Pay-versus-Performance” and ChampionX’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1723089/000172308924000011/championx-20231231.htm),
which was filed with the SEC on February 6, 2024, including under
the sections entitled “Item 10. Directors, Executive Officers and
Corporate Governance”, “Item 11. Executive Compensation”, “Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters” and “Item 13. Certain Relationships
and Related Transactions, and Director Independence”. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Form S-4
and the proxy statement/prospectus and other relevant materials to
be filed with the SEC regarding the proposed transaction when such
materials become available. Investors should read the Form S-4 and
the proxy statement/prospectus carefully when available before
making any voting or investment decisions. You may obtain free
copies of these documents from SLB or ChampionX using the sources
indicated above.
ChampionX (NASDAQ:CHX)
Historical Stock Chart
From Jul 2024 to Aug 2024
ChampionX (NASDAQ:CHX)
Historical Stock Chart
From Aug 2023 to Aug 2024