W H Energy (NYSE:WHQ)
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Smith International, Inc. (“Smith”)
(NYSE:SII) and W-H Energy Services, Inc. (“W-H”)
(NYSE:WHQ) today announced that Smith has commenced an exchange offer (“Offer”)
for all of the outstanding shares of W-H common stock pursuant to their
previously announced definitive merger agreement dated June 3, 2008.
Subject to the terms and conditions of the Offer, W-H shareholders who
validly tender their shares may elect to receive $56.10 in cash and 0.48
shares of Smith common stock for each share of W-H common stock they
tender in the exchange offer. Alternatively, W-H holders who validly
tender their shares may elect to receive either (i) $93.55 in cash or
(ii) 1.1990 shares of Smith stock, with holders making either of these
elections subject to proration as described in the Offer documents.
The exchange offer is scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, July 22, 2008, unless extended. The terms and
conditions of the Offer are described in the exchange offer documents,
which will be mailed to W-H shareholders and filed with the Securities
and Exchange Commission (“SEC”).
Consummation of the transaction is subject to customary conditions.
Smith today will file with the SEC a tender offer statement on
Schedule TO setting forth in detail the terms of the Offer. W-H today
will file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things, the
recommendation of W-H’s board of directors
that W-H’s shareholders tender their shares
pursuant to the offer to exchange. As previously announced, W-H’s
board of directors unanimously recommended that the holders of the
Shares accept the Offer and tender their shares pursuant to the Offer.
Smith International, Inc. is a leading supplier of premium products and
services to the oil and gas exploration and production industry through
its four principal business units – M-I
SWACO, Smith Technologies, Smith Services and Wilson.
W-H Energy is a diversified oilfield service company that provides
products and services used in connection with the drilling and
completion of oil and natural gas wells and the production of oil and
natural gas. W-H has operations in North America and select areas
internationally.
Certain comments contained herein are forward-looking in nature and are
intended to constitute “forward-looking
statements.” These forward-looking statements
include, without limitation, statements regarding the consummation of
the transaction, the expected closing date of the transaction, any other
effect or benefit of the transaction and any other statements that are
not historical facts. By their nature, forward-looking statements
involve risks and uncertainties that could cause actual results to
materially differ from those anticipated in the statements. For a
discussion of additional risks and uncertainties that could impact the
companies’ results, review the Smith
International, Inc. and the W-H Energy Services, Inc. Annual Reports on
Form 10-K for the year ended December 31, 2007 and other filings with
the SEC. These risks and uncertainties include the satisfaction of the
conditions to consummate the proposed acquisition, changes in laws or
regulations and other factors and uncertainties discussed from time to
time in reports filed by the companies with the SEC.
In connection with the exchange offer, Smith will today file a
registration statement on Form S-4 and a tender offer statement on
Schedule TO with the SEC and W-H will today file a
solicitation/recommendation statement on Schedule 14D-9. These documents
contain important information about the exchange offer that should be
read carefully before any decision is made with respect to the exchange
offer. These materials will be made available to the shareholders of W-H
Energy at no expense to them. Investors and security holders will be
able to obtain the documents (when available) free of charge at the SEC’s
web site, www.sec.gov.
In addition, such materials (and all other documents filed with the SEC)
will be available free of charge at www.smith.com
or www.whes.com.
You may also read and copy any reports, statements and other information
filed by Smith or W-H Energy 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. Copies of
the Offer materials may also be obtained at no charge from, and
questions with respect to the Offer may be directed to, MacKenzie
Partners, Inc., the information agent for the Offer, toll-free at
1-800-322-2885.