Regulatory News:
SLB (NYSE: SLB) today announced that, as expected, it and
ChampionX (NASDAQ: CHX) have each received a request for additional
information (second request) from the United States Department of
Justice (DoJ) in connection with the DoJ’s review of SLB’s
previously announced planned acquisition of ChampionX.
SLB currently expects the transaction to close in the fourth
quarter of 2024 or the first quarter of 2025, pending regulatory
approvals and other customary closing conditions. The transaction
received the approval of the ChampionX stockholders at a special
meeting held on June 18, 2024.
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.
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 Securities 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, are included in the Form S-4 and proxy
statement/prospectus (each, as defined below) that has been 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 filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 on April 29, 2024 (as amended, the “Form
S-4”) that includes 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”). The Form S-4 was declared effective by the
SEC on May 15, 2024. SLB and ChampionX filed the definitive proxy
statement/prospectus with the SEC on May 15, 2024
(https://www.sec.gov/Archives/edgar/data/87347/000119312524139403/d818663d424b3.htm),
and it was first mailed to ChampionX stockholders on or about May
15, 2024. 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. 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, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240702826215/en/
Media Josh Byerly – Vice President of Communications
Moira Duff – Director of External Communications SLB Tel: +1 (713)
375-3407 media@slb.com Investors James R. McDonald – Vice
President of Investor Relations Joy V. Domingo – Director of
Investor Relations SLB Tel: +1 (713) 375-3535
investor-relations@slb.com
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