e425
Filed by Baker Hughes Incorporated
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: BJ Services Company
Commission File No: 001-10570

 


 

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; the outcome of pending litigation; 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 at 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.

 


 

(c) 2009 Baker Hughes Incorporated. All Rights Reserved. Executing the Strategy Martin Craighead Senior Vice President & Chief Operating Officer September 17, 2009


 

3 Transforming Baker Hughes (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 3 Technology Infrastructure People


 

5 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 5 How We Will Achieve Differential Growth


 

7 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 7 Organizational Structure Chad Deaton CEO Peter Ragauss SVP & CFO Alan Crain SVP & GC Russ Cancilla VP, HSE & Security Didier Charreton VP, HR Martin Craighead SVP & COO Martin Craighead SVP & COO Single Face to the Customer Maintain control over execution P&L ownership Andy O'Donnell President Western Hemisphere Belgacem Chariag President Eastern Hemisphere Region Presidents Region Presidents Nathan Meehan Reservoir Technology Technology and Capability Leadership Efficiently develop new products and services R&D ownership Product Line Presidents Global Functions Derek Mathieson President Products & Technology Martin Craighead SVP & COO Clif Triplett Information Technology Art Soucy Supply Chain Operational Excellence


 

9 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 9 Organizational Structure Chad Deaton CEO Peter Ragauss SVP & CFO Alan Crain SVP & GC Russ Cancilla VP, HSE & Security Didier Charreton VP, HR Martin Craighead SVP & COO Martin Craighead SVP & COO Single Face to the Customer Maintain control over execution P&L ownership Andy O'Donnell President Western Hemisphere Belgacem Chariag President Eastern Hemisphere Nathan Meehan Reservoir Technology Clif Triplett Information Technology Art Soucy Supply Chain Operational Excellence Technology and Capability Leadership Efficiently develop new products and services R&D ownership Derek Mathieson President Products & Technology Martin Craighead SVP & COO


 

11 Improving Customer Intimacy (c) 2009 Baker Hughes Incorporated. All Rights Reserved.


 

13 Improving Customer Intimacy Baker Hughes Growth Infrastructure (c) 2009 Baker Hughes Incorporated. All Rights Reserved. Percent Nationals in Workforce 30% 40% 50% 60% 70% 80% 90% 100% Angola Saudi Arabia China Russia 2005 2009


 

15 Achieving Operational Effectiveness (c) 2009 Baker Hughes Incorporated. All Rights Reserved.


 

17 No Stone Unturned Supply Chain IT Finance HR Manufacturing Technology HSE Legal (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 17


 

19 Optimizing the Product Portfolio (c) 2009 Baker Hughes Incorporated. All Rights Reserved.


 

21 Enhanced Focus With Reservoir Acquisitions Develop competencies Acquire consultancies Match competencies and consultancies with business model Move from consultancy to business partnerships (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 21


 

23 Gap Closure - BJ Services (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 23


 

25 (c) 2009 Baker Hughes Incorporated. All Rights Reserved. 25 Tracking Our Progress


 

Tracking Our Progress