In connection with the proposed merger, Baker Hughes Incorporated (“Baker Hughes”) will file with
the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will
include a joint proxy statement of Baker Hughes and BJ Services Company (“BJ Services”) that also
will constitute a prospectus of Baker Hughes regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING BAKER HUGHES, BJ SERVICES AND THE PROPOSED TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to security holders of Baker Hughes and BJ Services seeking their
approval of the proposed transaction. Investors and security holders may obtain a free copy of the
proxy statement/prospectus (when available) and other documents filed by Baker Hughes and BJ
Services with the SEC at the SEC’s web site at www.sec.gov.
The joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also
be obtained from Baker Hughes for free (when available) from Baker Hughes’ web site at
www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen
Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713)
439-8600. The joint proxy statement/prospectus and such other documents (relating to BJ Services)
may also be obtained from BJ Services for free (when available) from BJ Services’ web site at
www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas
77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.
Baker Hughes, its directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from Baker Hughes’ stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction will be contained in the joint proxy
statement/prospectus when it is filed with the SEC.
BJ Services, its directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from BJ Services’ stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction will be contained in the joint proxy
statement/prospectus when it is filed with the SEC.
Except for the historical information set forth in this document, the matters discussed in this
document are forward-looking statements that involve certain assumptions and known and unknown
risks, uncertainties and other factors that could cause our actual results to differ materially.
Such forward-looking statements include, but are not limited to, statements about the benefits of
the business combination transaction involving Baker Hughes and BJ Services, including expected
future financial and operating results, anticipated accretion to Baker Hughes’ earnings per share
arising from the transaction, the expected amount and timing of cost savings and operating
synergies, whether and when the transactions contemplated by the merger agreement will be
consummated, the new combined company’s plans, market and other expectations, objectives,
intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain regulatory approvals for the
transaction and the approval of the merger agreement by the stockholders of both parties; the risk
that the cost savings and any other synergies from the transaction may not be realized or take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the ability to successfully
integrate the businesses; unexpected costs or unexpected liabilities that may arise from the
transaction, whether or not consummated; the inability to retain key personnel; continuation or
deterioration of current market conditions; future regulatory or legislative actions that could
adversely affect the companies; and the business plans of the customers of the respective parties.
Additional factors that may affect future results are contained in Baker Hughes’ and BJ Services’
filings with the SEC, which are available at the SEC’s web site http://www.sec.gov. Except as
required by law, neither Baker Hughes nor BJ Services intends to update or revise statements contained in these materials based on new
information, future events or otherwise.
From: Deaton, Chad — CEO
Sent: Monday, August 31, 2009 9:50 AM
To: BHI All Global
Subject: Announcement from Chad Deaton
Dear Baker Hughes Employee,
Today we were pleased to announce plans for Baker Hughes to acquire BJ Services.
We believe the combination will make both organizations stronger and better able to compete around
the world. This will strengthen our position as a market leader in oilfield services and will
enable us to do more to help customers extract greater value from their reservoirs.
The combination will create new opportunities for growth at both companies. The combined company
will be a stronger competitor in unconventional shale and deep water drilling projects — and we
will gain a new competitive advantage in markets beyond North America. Baker Hughes and BJ
Services already partner on major projects. Our organizations have very compatible cultures and
approaches to business which should make for a smooth transition. Soon, customers will benefit from
a broader mix of products and services and the expertise of our combined technical teams working to
serve their needs.
We hope to close the transaction by the end of this year. Please keep in mind that this
announcement is the first step in a process and, before the companies can combine, certain
conditions, such as stockholder and regulatory approvals, must be met. Accordingly, we need your
help over the next few months to make this process a success. Both Baker Hughes and BJ Services
will continue to operate independently until the transaction is approved and closed. While we know
that you are excited about this combination, you should not contact anyone at BJ Services regarding
this merger until the transaction is closed. In the interim you should continue to work together
in the normal course of business on integrated projects and independently on other projects
demonstrating to our customers that they can continue to count on the same level of service from
both companies, without interruption.
You will receive more information in the coming months. In the meantime, we invite you to review
www.premiumoilservices.com. If you have any questions, please feel free to ask, understanding that
we may not have all the answers yet.
We are really excited about this combination. It’s good for both companies and we believe it’s
good for you too. Thank you for your dedication and hard work. We appreciate your continued
support.