Smith International, Inc. Announces Final Results of W-H Energy Exchange Offer and Related Proration Calculationsadmin
Saturday, August 23rd 2008
Smith International, Inc. reported the final tabulated results of the W-H Energy Services, Inc. exchange offer and the related proration calculations. The exchange offer expired at 12:00 midnight, EDT, on August 18, 2008and settlement is expected to occur on Monday, August 25, 2008.
The exchange agent reported a final count of 30,370,518 shares of W-H common stock tendered, reflecting approximately 94 percent of the shares outstanding as of the expiration time. The 15,960,235 W-H shares tendered for which Mixed Consideration elections were made are not subject to proration. These W-H shareholders will receive, in exchange for each share tendered, $56.10 per share in cash and 0.4800 of a share of Smith common stock. The 464,348 shares tendered for which All-Stock Consideration elections were made are also not subject to proration and will receive 1.1990 shares of Smith common stock per W-H share. The 13,945,935 W-H shares tendered for which All-Cash Consideration elections were made will be subject to a fixed proration factor of 0.4841. As a result, W-H shareholders who elected the All-Cash Consideration will receive, in exchange for each share tendered, $45.29 cash plus 0.6186 of a share of Smith common stock. Smith intends to promptly effect a short-form merger of a wholly-owned Smith subsidiary into W-H pursuant to which all W-H shares not tendered will be converted into the right to receive $56.10 per share in cash and 0.4800 of a share of Smith common stock. Under the terms of the transaction, cash will be paid in lieu of fractional shares of Smith stock.
Smith International, Inc. is a leading supplier of premium products and services to the oil and gas exploration and production industry. The Company employs approximately 25,000 full-time personnel and operates in over 80 countries around the world.