Baker Hughes Incorporated (BHI) has announced that more than 99% of the votes cast at the special meeting of Baker Hughes stockowners were voted to approve the previously announced combination of Baker Hughes with General Electric Company’s oil and gas business (GE Oil & Gas). The combination will create Baker Hughes, a GE company, which will be traded on the New York Stock Exchange (NYSE) under the ticker symbol “BHGE”.
Shares voted at the meeting represent approximately 86% of Baker Hughes’ shares outstanding as of the record date for the meeting. The final vote results will be filed on a Form 8-K with the Securities and Exchange Commission (SEC).
Martin Craighead, chairman and chief executive officer of Baker Hughes said, “Today’s results are an important milestone in our efforts to build the leading oil and gas fullstream company, uniquely positioned to achieve the productivity gains the industry needs. This compelling combination brings together best-in-class oilfield technology and services, manufacturing capabilities and digital offerings for the benefit of all customers and stakeholders. As we approach the close, I want to thank all of the Baker Hughes employees for their commitment and hard work throughout the integration planning process as well as the talented team at GE Oil & Gas. I am more confident than ever in the promise of the new company and the benefits it will bring.”
Baker Hughes and GE expect to close the transaction to combine Baker Hughes and GE Oil & Gas on 3 July 2017, subject to the satisfaction or waiver of customary closing conditions. Baker Hughes and GE also expect that shares of common stock of BHI will continue to trade on the NYSE until the close of the NYSE on 3 July 2017, at which point Baker Hughes will be delisted from the NYSE. The parties also expect that shares of Class A common stock of Baker Hughes, a GE company, will begin trading under the ticker symbol “BHGE” on the opening of the NYSE on 5 July 2017.
Lorenzo Simonelli, president and chief executive officer of GE Oil & Gas said, “I want to congratulate Baker Hughes on this approval and thank Martin and the Baker Hughes team for their exceptional partnership. In just eight months, our teams have worked around the clock to create a new company that will deliver a differentiated offering for our customers, incredible opportunities for our combined employees and value creation for shareholders.”
Stockholders of Baker Hughes immediately prior to the closing of the transaction will receive one share of Class A common stock of Baker Hughes, a GE company and will also be entitled to a special one-time cash dividend of US$17.50 per share (to be paid on 6 July 2017). Following the closing of the transaction and during the NYSE trading day on 3 July 2017, Baker Hughes will be quoted on the NYSE with the value of the special one-time cash dividend of US$17.50 per share. As a result, a person who purchases one share of common stock of Baker Hughes after the closing of the transaction on 3 July 2017 would be purchasing the right to receive one share of Class A common stock of Baker Hughes, a GE company and the right to receive the special one-time cash dividend of US$17.50. Conversely, a person who sells one share of common stock of Baker Hughes on or prior to 3 July 2017 would be selling such rights and would not receive the special one-time cash dividend of US$17.50 with respect to such share.
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