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) announced today that they have received notification from the
Federal Trade Commission granting early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
with respect to Smith’s previously announced
exchange offer to acquire all of the outstanding shares of W-H, and the
subsequent merger of a wholly owned subsidiary of Smith with and into
W-H. The exchange offer will expire at 12:00 midnight, Eastern time, at
the end of Monday, August 18, 2008, unless extended.
Smith 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 is a diversified oilfield services 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 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 and W-H Annual Reports on Form 10-K for the
year ended December 31, 2007 and other filings with the Securities and
Exchange Commission (“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 filed a registration
statement on Form S-4 and a tender offer statement on Schedule TO with
the SEC on June 24, 2008, as amended, and W-H filed a
solicitation/recommendation statement on Schedule 14D-9 on June 24,
2008, as amended. 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 at no expense to them. Investors
and security holders may obtain the documents free of charge at the SEC’s
web site, www.sec.gov. In addition,
such materials (and all other documents filed with the SEC) may be
obtained 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
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 exchange offer
materials may also be obtained at no charge from MacKenzie Partners,
Inc., the information agent for the exchange offer, toll-free at
1-800-322-2885.