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Part 1
EX-99.1 OTHERDOC
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0002.txt
PRESS RELEASE
Document is copied.
EXHIBIT 99.1
[LOGO OF SCHLUMBERGER] [LOGO OF SEMA]
Not for release, publication or distribution in or into Australia, Canada or
Japan
For immediate release 12 February 2001
Recommended Cash Offer
by
▇▇▇▇▇▇ Brothers
on behalf of
Schlumberger Investments
(a wholly owned subsidiary of Schlumberger NV)
for
Sema plc
The Boards of Schlumberger Investments and Sema announce that they have reached
agreement on the terms of a recommended cash offer (the "Offer") to be made by
▇▇▇▇▇▇ Brothers on behalf of Schlumberger Investments, a wholly-owned subsidiary
of Schlumberger, for the entire issued and to be issued share capital of Sema.
Strategic rationale
. The acquisition of Sema, a leading diversified IT and business services
company, will accelerate the implementation of Schlumberger's strategy of
providing end to end information solutions to customers in selected growth
markets. Sema will enhance Schlumberger's capabilities and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in
systems integration and the range of IT skills which Schlumberger requires
to serve its present and future customer base. It should also allow
Schlumberger to realise revenue synergies as a result of cross selling its
core competencies in network development and management, IP-based
applications, data management, smart cards and security application
products.
. The board of directors of Schlumberger believes this combination will:
1
- provide the ▇▇▇▇▇▇▇▇ ▇▇▇▇ and scale to deliver end-to-end information
solutions for a global customer base in key vertical markets and offer
significant cross-selling opportunities;
- be particularly beneficial to the core oilfield services business of
Schlumberger which will be able to provide its customers with fully
integrated information solutions, comprising domain knowledge and
expertise, IT implementation and consulting skills, and global support to
E&P companies;
- allow Schlumberger's Resource Management Services and Sema's
Energy/Utilities business unit to exploit their complementary geographical
reach and technological offering to create significant growth
opportunities, primarily by combining both solutions approaches and thereby
facilitating access to larger, more complex contracts requiring end-to-end
solutions; and
- through the combination of Sema's recognised systems integration
expertise and telecom product offering breadth (customer care and billing,
prepaid and SMS) and Schlumberger's smartcards and systems activities,
which will be enhanced by the forthcoming acquisition of "Bull CP8" from
Bull SA, further accelerate the creation of a leading global technology
services provider for the telecommunications industry.
Summary of the Offer terms
. The Offer will be made on the basis of 560 ▇▇▇▇▇ in cash for each Sema
Share and 1,120 ▇▇▇▇▇ in cash for each Sema ADS (each ADS represents 2 Sema
Shares).
. The Offer values the entire issued and to be issued share capital of Sema
at approximately (Pounds)3.6 billion (US$5.3 billion) (fully diluted for
the exercise of all outstanding options).
. The Offer represents a premium of approximately 42 per cent. to the middle
market price of 395 ▇▇▇▇▇ per Sema Share at the close of business on 2
February 2001, being the last dealing day prior to the announcement by Sema
that it had received approaches that may or may not lead to an offer for
the Company and 18 per cent. to the middle market price of 475 ▇▇▇▇▇ per
Sema Share at the close of business on 9 February 2001, the last dealing
day prior to this announcement of the Offer.
. Schlumberger Investments has received irrevocable undertakings to accept
the Offer from Sema Directors in respect of their own beneficial holdings
representing approximately 0.1 per cent. of Sema's existing issued share
capital. Schlumberger Investments has also received undertakings to accept
the Offer from France Telecom and BNP Paribas representing approximately
16.9 per cent and 5.1 per cent. respectively of Sema's existing issued
share capital. Subject to the right for Schlumberger Investments to improve
upon the price of any competing offer, the undertakings from France Telecom
and BNP Paribas will cease to be binding if a competing offer is made at a
price in excess of 600 ▇▇▇▇▇ per Sema Share, before the end of the day
falling 17 days after the Offer Document is posted.
. The Sema Board, which has been so advised by Credit Suisse First Boston and
Rothschild, intends unanimously to recommend the Offer. In providing advice
to the Sema Board, Credit Suisse First Boston and Rothschild have taken
into account the Sema Board's commercial assessments.
. ▇▇▇▇▇▇ Brothers is acting as Corporate Broker to Schlumberger Investments.
Credit Suisse First Boston de Zoete & ▇▇▇▇▇ Limited and HSBC Investment
Bank plc are acting as Corporate Brokers to Sema.
2
Commenting on today's announcement, ▇▇▇▇ ▇▇▇▇▇, Chairman and Chief Executive
Officer of Schlumberger, said:
"The acquisition of Sema will enable us to accelerate significantly our existing
information technology strategy. It will enhance our capabilities and ▇▇▇▇▇▇▇▇
▇▇▇▇ in systems integration, widen our IT skills and create revenue synergies in
many of our core competencies.
I am confident that the excellent personal relationships which we have developed
with senior Sema management and strong cultural fit between our organisations
will facilitate the integration and subsequent growth of Sema within the
Schlumberger group."
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer of Sema, added:
"I am delighted to announce that we have reached agreement with Schlumberger.
The terms of the Offer reflect the underlying strengths of Sema. Schlumberger
will provide Sema with the scale and stability to continue to prosper. The
combination will also generate significant new opportunities to develop the
business. Importantly Sema staff and customers will benefit from the strong
culture and business fit."
Enquiries
Schlumberger
▇▇▇ ▇▇▇▇ Tel: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇▇▇ Poupeau Tel: ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Sema
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: + ▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇ Tel: + ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Brothers (Lead Financial Adviser and Broker to Schlumberger)
▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: + ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Philippe Villin Tel: + ▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
Credit Suisse First Boston (Co-Financial Adviser and Broker to Sema)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Ling
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ (Co-Financial Adviser to Sema)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
Olivier Pecoux
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
HSBC (Corporate Broker to Sema)
▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Tulchan Communications (Public Relations Adviser to Schlumberger)
▇▇▇▇▇▇ ▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Schlumberger has scheduled a conference call briefing on 12 February 2001 at
10.00 a.m. (New York City time) / 3.00 p.m. (London time)/ 4.00 p.m. (Paris
time). To access the call,
3
which is open to the public, please call the conference call operator on +1 800
491-3988 in North America (Toll-Free) and ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇ in the UK, France
or elsewhere, fifteen to twenty minutes prior to the scheduled start time, and
ask for the "Schlumberger Conference Call" stating the title "Schlumberger or
Sema" and the chairperson "▇▇▇▇ ▇▇▇▇▇".
▇▇▇▇▇▇ Brothers, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for Schlumberger and Schlumberger Investments in
connection with the Offer and no one else and will not be responsible to anyone
other than Schlumberger and Schlumberger Investments for providing the
protections afforded to customers of ▇▇▇▇▇▇ Brothers, nor for providing advice
in relation to the Offer.
Credit Suisse First Boston, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Sema in connection with the Offer and
no one else and will not be responsible to anyone other than Sema for providing
the protections afforded to customers of Credit Suisse First Boston, nor for
providing advice in relation to the Offer.
Rothschild, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Sema in connection with the Offer and no one else and
will not be responsible to anyone other than Sema for providing the protections
afforded to customers of Rothschild, nor for providing advice in relation to the
Offer.
The availability of the Offer to Sema Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions. Sema
Securityholders who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
It should be noted that by virtue of the conflicting provisions of the Code and
the US securities laws, the Panel has agreed that the acceptance condition can
be structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other Conditions to the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The acceptance
condition in paragraph (a) of Appendix I has been amended accordingly.
The Offer will not be made, directly or indirectly, in or into Australia, Canada
or Japan and it may not be accepted in or from Australia, Canada or Japan.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into Australia, Canada or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute this announcement in or into Australia, Canada or Japan.
Schlumberger will be filing a Tender Offer Statement and other related
documentation and Sema will be filing a Solicitation/Recommendation Statement
with the Securities and Exchange Commission on the date the Offer Document is
mailed to Sema's Shareholders. Free copies of these documents will be available
on the SEC's web site at ▇▇▇.▇▇▇.▇▇▇. The Tender Offer Statement may also be
-----------
obtained at no charge from Schlumberger at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-
0266 and the Solicitation/Recommendation Statement may be obtained at no charge
from Sema at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Shareholders are urged to read the Tender Offer Statement, the
Solicitation/Recommendation Statement and the related documentation when they
become available as they will contain important information.
This announcement may contain forward-looking statements as defined in the
Private Litigation Reform Act of 1995. These statements by their nature involve
risks and uncertainties and there are many factors which may cause actual
results to differ materially from these statements. Such factors include
economic, competitive and technological factors affecting Schlumberger's and
Sema's operations, markets, services and prices as well as Schlumberger's
ability to integrate Sema's businesses with Schlumberger's and to realise
synergies from the acquisition and the other factors detailed in Schlumberger's
and Sema's SEC filings.
4
This summary should be read in conjunction with the full text of the attached
announcement. Appendix III to the attached announcement contains definitions of
certain expressions used in this summary announcement.
5
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▇▇▇▇▇▇ BROTHERS
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Press Release
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Part 2
[LOGO OF SCHLUMBERGER] [LOGO OF SEMA]
Not for release, publication or distribution in or into Australia, Canada or
Japan
For immediate release 12 February 2001
Recommended Cash Offer
by
▇▇▇▇▇▇ Brothers
on behalf of
Schlumberger Investments
(a wholly owned subsidiary of Schlumberger NV)
for
Sema plc
1. Introduction
The Boards of Schlumberger Investments and Sema announce that they have reached
agreement on the terms of a recommended cash offer (the "Offer") to be made by
▇▇▇▇▇▇ Brothers on behalf of Schlumberger Investments, a wholly-owned subsidiary
of Schlumberger, for the entire issued and to be issued share capital of Sema.
The Offer will be made on the basis of 560 ▇▇▇▇▇ in cash for each Sema Share and
1,120 ▇▇▇▇▇ in cash for each Sema ADS (each ADS represents 2 Sema Shares). The
Offer values the entire issued and to be issued share capital of Sema at
approximately (Pounds)3.6 billion (US$5.3 billion) (fully diluted for the
exercise of all outstanding options).
The Offer represents a premium of approximately 42 per cent. to the middle
market price of 395 ▇▇▇▇▇ per Sema Share at the close of business on 2 February
2001, being the last dealing day prior to the announcement by Sema that it had
received preliminary approaches which may or may not lead to an offer for the
Company and 18 per cent. to the middle market price of 475 ▇▇▇▇▇ per Sema Share
at the close of business on 9 February 2001, the last dealing day prior to this
announcement of the Offer.
6
Schlumberger has received undertakings to accept the Offer in respect of
approximately 22 per cent. of Sema's existing issued ordinary share capital.
Further details of these undertakings are provided in paragraph 4 below.
▇▇▇▇▇▇ Brothers is acting as Corporate Broker to Schlumberger Investments.
Credit Suisse First Boston de Zoete & ▇▇▇▇▇ Limited and HSBC Investment Bank plc
are acting as Corporate Brokers to Sema. In addition, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ has given financial advice to Schlumberger in the context of the Offer.
2. The Offer
The Offer, which will be made on the terms and subject to the conditions
summarised below and in Appendix I to this announcement, and to the further
terms which will be set out in full in the Offer Document and the accompanying
Acceptance Form(s), will be made on the following basis:
for each Sema Share 560 ▇▇▇▇▇ in cash
for each Sema ADS (each ADS represents 1,120 ▇▇▇▇▇ in cash
2 Sema Shares)
The Offer will extend, subject to the terms and conditions to be set out in the
Offer Document and Acceptance Form(s), to all Sema Shares unconditionally
allotted or issued on the date on which the Offer is made and any further Sema
Shares unconditionally allotted or issued while the Offer remains open for
acceptance (or such earlier date as Schlumberger Investments may, subject to the
Code, decide). In conjunction with the offer being made to Sema Shareholders an
offer is being made to holders of Sema ADSs to tender the Sema Shares underlying
such ADSs into the Offer.
The Sema Shares will be acquired by Schlumberger Investments pursuant to the
Offer fully paid and free from all liens, charges, equitable interests,
encumbrances and other third party rights and interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other distributions (if any)
declared, made or paid hereafter.
If sufficient acceptances are received and/or sufficient Sema Shares are
otherwise acquired, Schlumberger Investments intends to apply the provisions of
Sections 428 to 430F (inclusive) of the Act to acquire compulsorily any
outstanding Sema Shares to which the Offer relates.
When the Offer becomes or is declared unconditional in all respects,
Schlumberger Investments intends to procure the making of an application by Sema
for the removal of Sema Shares from the Official List and for the cancellation
of trading in Sema Shares on the London Stock Exchange's market for listed
securities. It is anticipated that cancellation of listing and trading will
take effect no earlier than 20 business days after the Offer becomes or is
declared unconditional in all respects. Schlumberger Investments would also
intend to apply for de-listing of the Sema Securities from the Nasdaq National
Market and from Euronext Paris. Such de-listings and cancellation would
significantly reduce the liquidity and marketability of any Sema Securities not
assented to the Offer.
3. Recommendation
The Sema Board, which has been so advised by Credit Suisse First Boston and
Rothschild, considers the terms of the Offer to be fair and reasonable.
Accordingly, the Sema Directors intend unanimously to recommend Sema
Securityholders to accept the Offer. Directors have irrevocably undertaken to
accept the Offer in respect of their own beneficial holdings comprising 497,612
7
Sema Shares in aggregate, representing approximately 0.1 per cent. of Sema's
existing issued share capital. In providing advice to the Sema Board, Credit
Suisse First Boston and Rothschild have taken into account the Sema Board's
commercial assessments.
4. Undertakings to accept the Offer
Schlumberger Investments has received undertakings to accept the Offer from
certain Sema Securityholders as set out below. The percentage figures are
based on the number of Sema Shares in issue on 9 February 2001, being the last
practicable date prior to the date of this announcement.
Securityholder Number of Sema Shares Per cent.
France Telecom 103,634,296 16.9
BNP Paribas 31,113,792 5.1
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 24,886 0.004
P S E ▇▇▇▇▇▇▇ 360,116 0.059
W Bitan 25,612 0.004
H Couffin 120 0.000
▇ ▇ ▇▇▇▇▇ 28,500 0.005
▇ ▇ ▇▇▇▇▇ 46,728 0.008
▇ ▇▇▇▇▇▇-Valencienne 400 0.000
G ▇▇▇▇▇▇▇ 11,250 0.002
Schlumberger Investments has therefore received undertakings to accept the Offer
in respect of 135,245,690 Sema Shares in aggregate, representing approximately
22 per cent. of Sema's existing issued ordinary share capital. Subject to the
right for Schlumberger Investments to improve upon the price of any competing
offer, the undertakings from France Telecom and BNP Paribas will cease to be
binding if a competing offer is made at a price in excess of 600 ▇▇▇▇▇ per Sema
Share, before the end of the day falling 17 days after the Offer Document is
posted.
5. Inducement fee
In consideration of, and as an inducement to, Schlumberger Investments making an
offer for Sema, Sema has agreed to pay Schlumberger Investments a fee of US$20
million in certain limited circumstances. This fee is payable on either of the
following events:
(a) the Board of Directors of Sema withdrawing or modifying their recommendation
of the Offer, or approving or recommending a competing offer for, or certain
other competing transactions in relation to, Sema in a manner which is adverse
to Schlumberger Investments and the Offer subsequently lapsing or being
withdrawn; or
(b) a competing offer for, or certain other competing transactions in relation
to, Sema being announced after the date of this announcement, but prior to the
Offer lapsing or being withdrawn and such competing offer or another competing
offer becoming or being declared unconditional in all respects.
6. Information on Schlumberger
Schlumberger, the ultimate parent company of Schlumberger Investments, is a
worldwide leader in technical services with approximately 63,000 employees in
more than 100 countries. It comprises three business segments whose activities
are detailed below:
. Oilfield Services - the leading supplier of services and technology to the
international petroleum industry. It provides a wide spectrum of services
to the upstream exploration and
8
production industry. The business segment is managed geographically and
comprises four geographic areas containing 28 GeoMarket regions, which
bring together geographically focused teams to meet local needs of
customers and to provide customised solutions. 13 Service Groups develop
and support the best-in-class technology and services delivered in the
GeoMarkets. The Service Groups also exploit synergies and introduce
innovative solutions into the delivery of products and services within the
GeoMarket regions. The Service Groups reflect key areas of Schlumberger's
expertise. They are organised into three product groups that represent the
key processes that dominate oil company requirements throughout the life
cycle of the reservoir. Reservoir Evaluation combines wireline and seismic
services. Reservoir Development combines all services relevant to well
construction and well productivity: directional drilling, pressure pumping,
drilling fluids, well testing, drilling bits, electrical submersible pumps
and completion products. Reservoir Management combines integrated services,
the software products, data management services and consulting services of
GeoQuest, gas compression services and the production systems business.
. Resource Management Services ("RMS") - which provides professional business
services for utilities, energy service providers and industry worldwide.
Through consulting, meter deployment and management, data collection and
processing, and information analysis, RMS helps clients achieve network
optimisation, greater operating efficiency and increased customer loyalty
in all utility sectors - water, gas, electricity and heat.
. Test & Transactions - provides smart card-based solutions, semiconductor
test equipment and services, and secure Internet solutions to customers
throughout the world. The segment comprises four units: Cards,
eTransactions, Network Solutions and Semiconductor Solutions.
In the year ended 31 December 1999, Schlumberger had consolidated revenues of
US$8,395 million ((Pounds)5,188 million) (1998: US$10,725 million ((Pounds)6,461
million)) and had consolidated net income before taxes of US$470 million
((Pounds)290 million) (1998: US$894 million ((Pounds)539 million)) and as at
that date had consolidated shareholders' equity of US$ 7,721 million
((Pounds)4,771 million) (1998: US$8,119 million ((Pounds)4,891 million)).
In its unaudited results for the year ended 31 December 2000, Schlumberger had
consolidated revenues of US$9,611 million ((Pounds)6,437 million) and had
consolidated net income before taxes of US$961 million ((Pounds)644 million) and
as at that date had consolidated shareholders' equity of US$8,295 million
((Pounds)5,556 million). As at the close of business on 9 February 2001 (the
last dealing day prior to this announcement), Schlumberger had a market
capitalisation of approximately US$44.8 billion ((Pounds)31.0 billion).
Schlumberger's current trading is in line with the Schlumberger board's
expectations.
7. Information on Schlumberger Investments and Schlumberger Industries S.A.
Schlumberger Investments is a newly incorporated company set up by Schlumberger
and Schlumberger Industries S.A. for the purposes of acquiring Sema.
Schlumberger Investments has not traded since incorporation.
Schlumberger Industries S.A., a wholly owned subsidiary of Schlumberger, will
hold approximately fifty per cent. of the issued share capital of Schlumberger
Investments after the Offer becomes unconditional in all respects. Schlumberger
Industries S.A. through itself and its French subsidiaries provides metering
devices and professional business services for utilities, energy services
providers and industry in France and Europe.
In the year to 31 December 1999, Schlumberger Industries S.A. had total turnover
of FF1,603 million ((Pounds)152.0 million) (1998: FF2,180 million ((Pounds)234.3
million)), a loss before taxation of FF16
9
million ((Pounds)1.5 million) (1998: FF67 million ((Pounds)7.2 million)) and
total net assets of FF1,817 million ((Pounds)172.3 million) (1998: FF1,801
million ((Pounds)193.6 million)). The financial and trading prospects of
Schlumberger Industries S.A. are in line with management expectations.
8. Information on Sema
Sema is an IT services company which provides its customers with the design,
implementation, operations and management of information systems and IT-related
consulting services. Among the industry sectors which Sema serves, Sema has
increasingly focused on the telecommunications and finance sectors, and provides
a range of its own software products specifically designed for these sectors in
addition to its IT services. Sema's customers include a wide variety of
businesses and governmental departments around the world.
Sema's services and product offerings include:
. systems integration and consulting;
. software products, for the telecommunications, energy, transport and
finance sectors; and
. outsourcing.
Sema has its registered office in London and has a substantial portion of its
management and operations in Paris, France, as well as in other countries
throughout the world. As of 31 December 2000, Sema had approximately 21,700
employees working in more than 160 operating sites in 28 countries.
On 29 July 2000, Sema expanded its sphere of operations with the completion of
the acquisition of LHS Group Inc., a global provider of billing and operations
support software and services to the communications industry. LHS produces pre
and post-paid billing and customer care and voice messaging software.
In the year ended 31 December 1999, Sema reported consolidated turnover of
(Pounds)1,410 million and a consolidated profit before taxation (after
exceptional items and goodwill amortisation) for the financial year of
(Pounds)93.8 million. As at 31 December 1999, Sema had consolidated net assets
of (Pounds)239.7 million.
In its unaudited results for the six months to 30 June 2000, Sema reported
consolidated turnover of (Pounds)720.4 million (1999: (Pounds)668.6 million) and
consolidated profit before taxation (after exceptional items and goodwill
amortisation) of (Pounds)42.2 million (1999: (Pounds)37.9 million). As at 30
June 2000, Sema had consolidated net assets of (Pounds)277.7 million. It should
be noted that the results for LHS were not included within the Sema financials
until 29 July 2000, the date of completion of the LHS transaction.
9. Background to and reasons for the Offer
For several years, Schlumberger has been actively exploiting IT to improve its
internal business processes and efficiencies, to grow the company's existing
businesses and to develop new IT-based revenue generation opportunities.
This focus on leveraging IT has taken the form of extensions of existing
Schlumberger business groups and also the creation of new businesses which
leverage Schlumberger's long term expertise in network development and
management, IP based applications, backed by a strong culture of global support.
Such initiatives have been ongoing in all three of the Schlumberger core
vertical markets: oilfield services, wireless telecom and utilities.
10
Schlumberger has concluded that it needs to continue to add strong IT
technology, systems integration and consulting competencies on a global scale to
both accelerate the growth in its core vertical markets and to establish itself
as a leading information solutions provider in those core vertical markets.
The acquisition of Sema, a leading diversified IT and business services company,
will accelerate the implementation of Schlumberger's strategy of providing end
to end information solutions to customers in selected growth markets. Sema will
enhance Schlumberger's capabilities and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in systems integration and
the range of IT skills which Schlumberger requires to serve its present and
future customer base. It should also allow Schlumberger to realise revenue
synergies as a result of cross selling its core competencies in network
development and management, IP-based applications, data management, smart cards
and security application products.
The board of directors of Schlumberger believes this combination will:
. offer a compelling opportunity to add scale and ▇▇▇▇▇▇▇▇ ▇▇▇▇, enabling
cross-penetration of new markets and customers with existing and future
product/services offerings;
. provide the ▇▇▇▇▇▇▇▇ ▇▇▇▇ and scale to deliver end-to-end information
solutions for a global customer base in key vertical markets and offer
significant cross-selling opportunities;
. be particularly beneficial to the core oilfield services business of
Schlumberger which will be able to provide its customers with fully
integrated information solutions, comprising domain knowledge and
expertise, IT implementation and consulting skills, and global support to
E&P companies. The systems integration and e-transformation technologies
and expertise provided by Sema will enable Schlumberger to deepen its
relationships with its key customers by providing a comprehensive
infrastructure support service on a global basis and capture a significant
share of the emerging, fast growing global E&P IT transformation market;
. allow Schlumberger's RMS and Sema's Energy/Utilities business unit to
exploit their complementary geographical reach and technological offering
to create significant growth opportunities, primarily by combining both
solutions approaches and thereby facilitating access to larger, more
complex contracts requiring end-to-end solutions. Schlumberger's Resource
Management Services specialising in the North American solutions market for
automatic meter reading products and services, related data management via
CellNet based technologies and consulting services provided by Convergent
Group combined with Sema's presence in the European solutions market for
power exchange, customer management and utility economics are expected to
yield significant cross selling opportunities; and
. through the combination of Sema's recognised systems integration expertise
and telecom product offering breadth (customer care and billing, prepaid
and SMS) and Schlumberger's smartcards and systems activities, which will
be enhanced by the forthcoming acquisition of "Bull CP8" from Bull SA,
further accelerate the creation of a leading global technology services
provider for the telecommunications industry.
10. Management and employees
Schlumberger Investments recognises the importance to Sema's business of the
skills and experience of Sema's management team. It intends, with Sema's senior
management, to develop incentivisation arrangements for Sema's employees going
forward that reflect that importance.
11
Schlumberger Investments has given assurances to the Sema Board that the
existing employment rights, including pension rights, of the management and
employees of the Sema Group will be fully safeguarded in accordance with all
applicable laws.
11. Sema Share Option Schemes
The Offer will extend, subject to the terms and Conditions to be set out in the
Offer Document and Acceptance Form(s), to all Sema Shares unconditionally
allotted or issued fully paid (or credited as fully paid) upon exercise of
options under the Sema Share Option Schemes while the Offer remains open for
acceptance (or until such earlier date as Schlumberger Investments may, subject
to the provisions of the Code, determine). Appropriate proposals will be made
to the holders of options under the Sema Share Option Schemes, to the extent
that options are not exercised, once the Offer becomes or is declared
unconditional in all respects.
12. Financing
Schlumberger Investments intends to fund the Offer from a combination of its
existing cash resources and additional bank facilities arranged by ▇▇ ▇▇▇▇▇▇
plc, BNP Paribas, Citibank/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers,
for the purposes of the Offer. The Offer will not be conditional upon any
financing arrangements.
13. General
Save as disclosed herein, neither Schlumberger Investments nor any director of
Schlumberger Investments, nor to Schlumberger Investments' knowledge, any person
acting in concert with Schlumberger Investments, owns or controls any Sema
Shares or holds any options to purchase any Sema Shares or has entered into any
derivative referenced to securities of Sema which remain outstanding. In the
interests of secrecy, Schlumberger Investments has not made any enquiries in
this respect of certain parties who may be deemed by the Panel to be acting in
concert with it for the purpose of the Offer.
The formal Offer Document, setting out details of the Offer, and enclosing the
Acceptance Form(s), will be dispatched to Sema Securityholders in due course.
This announcement does not constitute an offer or an invitation to purchase any
securities. The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into Australia, Canada
or Japan and it may not be accepted in or from Australia, Canada or Japan.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into Australia, Canada or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute this announcement in or into Australia, Canada or Japan.
▇▇▇▇▇▇ Brothers, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for Schlumberger and Schlumberger Investments in
connection with the Offer and no one else and will not be responsible to anyone
other than Schlumberger and Schlumberger Investments for providing the
protections afforded to customers of ▇▇▇▇▇▇ Brothers, nor for providing advice
in relation to the Offer.
12
Credit Suisse First Boston, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Sema in connection with the Offer and
no one else and will not be responsible to anyone other than Sema for providing
the protections afforded to customers of Credit Suisse First Boston, nor for
providing advice in relation to the Offer.
Rothschild, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Sema in connection with the Offer and no one else and
will not be responsible to anyone other than Sema for providing the protections
afforded to customers of Rothschild, nor for providing advice in relation to the
Offer.
It should be noted that by virtue of the conflicting provisions of the Code and
the US securities laws, the Panel has agreed that the acceptance condition can
be structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other Conditions to the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The acceptance
condition in paragraph (a) of Appendix I has been amended accordingly.
The Panel wishes to draw the attention of member firms of Euronext Paris and
Nasdaq to certain UK dealing disclosure requirements following the announcement
by Sema of a possible offer. That announcement made on 5 February 2000 commenced
an Offer Period in accordance with the Code which is published and administered
by the Panel. The Offer Period is deemed to commence at the time when an
announcement is made of a proposed or possible offer, with or without terms.
Sema has equity securities traded on the London Stock Exchange, Nasdaq and
Euronext Paris.
The disclosure requirements referred to above are set out in more detail in Rule
8 of the Code. In particular Rule 8.3 requires public disclosure of dealings
during the Offer Period by persons who own or control, or who would as a result
of any transaction own or control, 1 per cent. or more of any class of relevant
securities of Sema. Relevant securities include Sema Securities and instruments
convertible into Sema Securities. In the case of the Offer for Sema, this
requirement will apply until the end of the Offer Period.
Disclosure should be made on an appropriate form no later than 12 noon London
time on the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇).
The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of Sema, whether in Paris, New York or in the
UK, that they may be affected by these requirements. If there is any doubt as to
their application, the Panel should be consulted (telephone number: +44 (0)20
▇▇▇▇ ▇▇▇▇, fax number: + ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇).
Schlumberger will be filing a Tender Offer Statement and other related
documentation and Sema will be filing a Solicitation/Recommendation Statement
with the Securities and Exchange Commission on the date the Offer Document is
mailed to Sema shareholders. Free copies of these documents will be available on
the SEC's web site at ▇▇▇.▇▇▇.▇▇▇. The Tender Offer Statement may also be
-----------
obtained at no charge from Schlumberger at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-
0266 and the Solicitation/ Recommendation Statement may be obtained at no charge
from Sema at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Shareholders are urged to read the Tender Offer Statement, the
Solicitation/Recommendation Statement and the related documentation when they
become available as they will contain important information.
This announcement may contain forward-looking statements as defined in the
Private Litigation Reform Act of 1995. These statements by their nature involve
risks and uncertainties and there are many factors which may cause actual
results to differ materially from these statements. Such factors include
economic, competitive and technological factors affecting Schlumberger's and
Sema's operations, markets, services and prices as well as Schlumberger's
ability to integrate
13
Sema's businesses with Schlumberger's and to realise synergies from the
acquisition and the other factors detailed in Schlumberger's and Sema's SEC
filings.
Appendix III to this announcement contains definitions of certain expressions
used in this announcement.
Enquiries
Schlumberger
▇▇▇ ▇▇▇▇ Tel: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇▇▇ Poupeau Tel: ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Sema
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: + ▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇ Tel: + ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Brothers (Lead Financial Adviser and Broker to Schlumberger)
▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: + ▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Philippe Villin Tel: + ▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
Credit Suisse First Boston (Co-Financial Adviser and Broker to Sema)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Ling
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ (Co-Financial Adviser to Sema)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
Olivier Pecoux
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
HSBC (Corporate Broker to Sema)
▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Tulchan Communications (Public Relations Adviser to Schlumberger)
▇▇▇▇▇▇ ▇▇▇▇▇ Tel: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
14
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1. Conditions of the Offer
The Offer will be subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (London time) / 10.00 a.m. (New York City time) on
the first closing date of the Offer (or such later time(s) and/or date(s)
as Schlumberger Investments may, subject to the rules of the Code or with
the consent of the Panel and in accordance with the Exchange Act, decide)
in respect of not less than 90 per cent (or such lower percentage as
Schlumberger Investments may decide) in nominal value of the Sema Shares
(including Sema Shares represented by Sema ADSs) to which the Offer
relates, provided that this Condition (a) will not be satisfied unless
Schlumberger and/or any of its subsidiaries shall have acquired or agreed
to acquire (whether pursuant to the Offer or otherwise) Sema Shares
(including Sema Shares represented by Sema ADSs) carrying in aggregate more
than 50 per cent of the voting rights then normally exercisable at a
general meeting of Sema, including for this purpose (except to the extent
otherwise agreed by the Panel) any such voting rights attaching to any Sema
Shares (including Sema Shares represented by Sema ADSs) that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise; and for this
purpose:
(i) the expression "Sema Shares (including Sema Shares represented by Sema
ADSs) to which the Offer relates" shall be construed in accordance
with sections 428 to 430F of the Act, and
(ii) Sema Shares (including Sema Shares represented by Sema ADSs) which
have been unconditionally allotted shall be deemed to carry the voting
rights which they will carry upon issue;
provided that, unless Schlumberger Investments otherwise determines, this
Condition (a) shall be capable of being satisfied only at a time when all
of the other Conditions (b) to (j) inclusive have been either satisfied,
fulfilled or, to the extent permitted, waived.
(b) no Third Party having decided to take, instituted, implemented or
threatened any action, proceedings, suit, investigation or enquiry, or
made, proposed or enacted, any statute, regulation or order or taken any
other steps and there continuing not to be outstanding any statute,
regulation, order or other matter which in each case would or might
reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Schlumberger Investments or any member of the Wider
Schlumberger Group of any or all shares or other securities in (or the
equivalent), or control or management of, Sema or any member of the
Wider Sema Group void, illegal or unenforceable in or under the laws
of any relevant jurisdiction, or otherwise directly or indirectly
materially restrain, prevent, prohibit, materially restrict or
materially delay the same or impose additional material Conditions or
obligations with respect to the Offer or such acquisition, or
otherwise materially impede, challenge or interfere with the Offer or
such acquisition, or require material amendment to the terms of the
Offer or the acquisition or proposed acquisition of any Sema
Securities or the acquisition of control of Sema or the Wider Sema
Group by Schlumberger Investments;
15
(ii) limit or delay the ability of any member of the Wider Schlumberger
Group or any member of the Wider Sema Group to acquire or to hold or
to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities (or the equivalent)
in, or to exercise voting or management control over, any member of
the Wider Sema Group or any member of the Wider Schlumberger Group to
an extent which is material, or might reasonably be expected to be
material, in the context of the Offer;
(iii) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider
Schlumberger Group of any shares or other securities (or the
equivalent) in Sema to an extent which is material or might reasonably
be expected to be material, in the context of the Offer;
(iv) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the Wider Schlumberger
Group or by any member of the Wider Sema Group of all or any portion
of their respective businesses, assets or properties or limit the
ability of any of them to conduct any of their respective businesses
or to own or control any of their respective assets or properties or
any part thereof to an extent which is material, or might reasonably
be expected to be material, in the context of the Offer;
(v) except pursuant to Part XIIIA of the Act, require any member of the
Wider Schlumberger Group or of the Wider Sema Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent)
in any member of either group owned by any third party or to sell or
offer to sell any shares or other securities (or the equivalent in),
or any asset or any member of the Wider Sema Group to an extent which
is material, or might reasonably be expected to be material, in the
context of the Offer;
(vi) limit the ability of any member of the Wider Schlumberger Group or of
the Wider Sema Group to conduct or integrate or coordinate its
business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Schlumberger Group or of
the Wider Sema Group to an extent which is material, or might
reasonably be expected to be material, in the context of the Offer;
(vii) result in any member of the Wider Schlumberger Group or the Wider
Sema Group ceasing to be able to carry on business under any name
under which it presently does so to an extent which is material, or
might reasonably be expected to be material, in the context of the
Offer; or
(viii) otherwise adversely affect the business, assets, profits, financial
or trading position or prospects of any member of the Wider Sema Group
or of the Wider Schlumberger Group to an extent which is material, or
might reasonably be expected to be material, in the context of the
Offer,
and all applicable waiting and other time periods during which any Third
Party could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference or otherwise
intervene under the laws or regulations of any relevant jurisdiction having
expired, lapsed or been terminated;
(c) without limitation to Condition (b) above:
(i) the European Commission indicating, in terms satisfactory to
Schlumberger, that it does not intend to initiate proceedings under
Article 6(1)(c) of Council Regulation (EEC) 4064/89 as amended, or to
make a referral to a competent authority in the
16
UK under Article 9(1) of such Regulation, in either case with respect
to the Offer or any matter arising from the proposed acquisition of
Sema by Schlumberger Investments;
(ii) all filings having been made and all or any applicable waiting periods
and other time periods (including any extensions thereof) under the
United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and
the regulations thereunder having expired, lapsed or been terminated
as appropriate in each case in respect of the proposed acquisition of
Sema by Schlumberger Investments, or any matters arising from that
proposed acquisition;
(d) all notifications and filings which are necessary or are considered
appropriate by Schlumberger Investments having been made, all appropriate
waiting and other time periods (including any extensions of such waiting
and other time periods) under any applicable legislation or regulation of
any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in each case in connection with the
Offer or the acquisition or proposed acquisition of any shares or other
securities (or the equivalent) in Sema or control (directly or indirectly)
of any other member of the Wider Sema Group by any member of the Wider
Schlumberger Group or the carrying on by any member of the Wider Sema Group
of its business, where the absence thereof might reasonably be expected to
have a material adverse affect in the context of the Offer;
(e) all Authorisations which are necessary or are considered necessary or
appropriate by Schlumberger Investments in any jurisdiction for or in
respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in Sema or control (directly or indirectly) of
any other member of the Wider Sema Group by any member of the Wider
Schlumberger Group or the carrying on by any member of the Wider Sema Group
of its business in any jurisdiction having been obtained, in terms and in a
form satisfactory to Schlumberger, from all appropriate Third Parties or
from any persons or bodies with whom any member of the Wider Sema Group has
entered into contractual arrangements in each case where the absence of
such Authorisation would have a material adverse effect in the context of
the Offer or on the Sema Group taken as a whole and all such Authorisations
remaining in full force and effect at the time at which the Offer becomes
otherwise unconditional in all respects and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or not to
renew any of the same;
(f) except as fairly disclosed to Schlumberger by or on behalf of Sema, or
disclosed in Sema listing particulars or filings with The Securities and
Exchange Commission ("SEC"), or as disclosed in the Annual Report and
Accounts of Sema, or as publicly announced by Sema (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange), prior to the release of this announcement there being no
provision of any arrangement, agreement, licence, permit, franchise or
other instrument to which any member of the Wider Sema Group is a party, or
by or to which any such member or any of its assets is or are or may be
bound, entitled or subject or any circumstance, which, in each case as a
consequence of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Sema or any other member of
the Wider Sema Group by any member of the Wider Schlumberger Group or
otherwise, could or might reasonably be expected to result in, (in any case
to an extent which is or would be material in the context of the Sema Group
taken as a whole):
(i) any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of
the Wider Sema Group being or becoming repayable or capable of being
declared repayable immediately or prior to its stated repayment date
or the ability of any member of the Wider
17
Sema Group to borrow monies or incur any indebtedness being withdrawn
or inhibited or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets
or interests of any member of the Wider Sema Group or any such
mortgage, charge or other security interest (wherever created, arising
or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of
any member of the Wider Sema Group thereunder, being, or becoming
capable of being, terminated or adversely modified or affected or any
adverse action being taken or any obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider Sema Group being or
falling to be disposed of or ceasing to be available to any member of
the Wider Sema Group or any right arising under which any such asset
or interest could be required to be disposed of or could cease to be
available to any member of the Wider Sema Group, in each case,
otherwise than in the ordinary course of business;
(v) any member of the Wider Sema Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any member of
the Wider Sema Group, otherwise than in the ordinary course of
business;
(vii) the rights, liabilities, obligations or interests of any member of
the Wider Sema Group under any such arrangement, agreement, licence,
permit, franchise or other instrument or the interests or business of
any such member in or with any other person, firm, company or body (or
any arrangement or arrangements relating to any such interests or
business) being terminated, adversely modified or affected; or
(viii) the financial or trading position or the prospects or the value of
any member of the Wider Sema Group being prejudiced or adversely
affected,
and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, could result
in any of the events or circumstances which are referred to in paragraphs
(i) to (viii) of this Condition (f) in any case to an extent which is or
would be material in the context of the Sema Group taken as a whole;
(g) since 31 December 1999 and except as disclosed in the Annual Report and
Accounts of Sema, or in Sema listing particulars or filings with the SEC,
or as otherwise publicly announced by Sema (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange), or as otherwise fairly disclosed to Schlumberger by or on behalf
of Sema prior to the release of this announcement no member of the Wider
Sema Group having:
(i) issued or agreed to issue, or authorised or proposed the issue of,
additional shares or securities of any class, or securities
convertible into or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares, securities or
convertible securities other than as between Sema and wholly-owned
subsidiaries of Sema and other than any options granted as disclosed
to Schlumberger prior to 12 February 2001 and any shares issued upon
the exercise of any options granted under any of the Sema Share Option
Schemes;
18
(ii) purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its
share capital;
(iii) recommended, declared, paid or made or proposed to recommend declare,
pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise (other than to Sema or a wholly-owned subsidiary
of Sema);
(iv) made, committed to make, authorised, proposed or announced an
intention to propose any change in its share or loan capital;
(v) merged with, demerged or acquired any body corporate, partnership or
business, or (other than any acquisition or disposal in the ordinary
course of business or a transaction between Sema and a wholly-owned
subsidiary of Sema) acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any assets or any
right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised the same (which is
material in the context of the Sema Group taken as a whole);
(vi) issued, authorised or proposed the issue of, or authorisation of or
made any change in or to any debentures or (except in the ordinary
course of business) incurred or increased any indebtedness or
liability (actual or contingent) which in any case is material in the
context of the Sema Group taken as a whole;
(vii) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure
or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is or could involve an obligation of such nature or
magnitude; or
(B) could restrict the business of any member of the Wider Sema Group
or any member of the Wider Schlumberger Group; or
(C) is other than in the ordinary course of business,
and which in any case is material in the context of the Sema Group
taken as a whole;
(viii) entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement in respect of itself or another member of
the Wider Sema Group otherwise than in the ordinary course of business
which in any case is material in the context of the Sema Group taken
as a whole;
(ix) entered into or varied or made any offer to enter into or vary the
terms of, any contract, agreement or arrangement with any of the
directors or senior executives of any member of the Wider Sema Group;
(x) (other than in respect of any member which is or was at this time
dormant) taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or petition presented
or order made for its winding-up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of
all or any part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction which in any case is material in the context of the
Sema Group taken as a whole;
19
(xi) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business which in
any case is material in the context of the Sema Group taken as a
whole;
(xii) waived or compromised or settled any claim in a manner which is
material in the context of the Sema Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of association
which is material in the context of the Offer;
(xiv) implemented, effected or authorised, or proposed or announced its
intention to implement, effect, authorise or propose any
reconstruction, amalgamation, commitment, scheme or other transaction
or arrangement except (in the case of members of the Wider Sema Group
other than Sema) to an extent which is not material in the context of
the Wider Sema Group taken as a whole;
(xv) purchased, redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities (or the
equivalent) or reduced or made any other change to any part of its
share capital except (in the case of members of the Wider Sema Group
other than Sema) to an extent which is not material in the context of
the Wider Sema Group taken as a whole;
(xvi) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the
transactions, matters or events referred to in this Condition (g);
(h) since 31 December 1999 and except as disclosed in the Annual Report and
Accounts of Sema, or in Sema listing particulars or filings with the SEC,
or as otherwise publicly announced by Sema (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange) or as otherwise fairly disclosed to Schlumberger by or on behalf
of Sema prior to the release of this announcement:
(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any
member of the Wider Sema Group which in any case is material in the
context of the Sema Group taken as a whole;
(ii) no contingent or other liability of any member of the Wider Sema Group
having arisen or become apparent or increased which in any case is
material in the context of the Sema Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Sema Group is or is
reasonably likely to become a party (whether as plaintiff, defendant
or otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of any member of the Wider Sema Group which in any case is
material in the context of the Sema Group taken as a whole; and
(iv) (other than as a result of the Offer) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened,
announced, implemented, instituted by or against or remaining
outstanding against or in respect of any
20
member of the Wider Sema Group which in any case is material in the
context of the Sema Group taken as a whole;
(i) Schlumberger Investments not having discovered:
(i) that any financial or business or other information concerning the
Wider Sema Group disclosed at any time by or on behalf of any member
of the Wider Sema Group, to any member of the Wider Schlumberger
Group, whether publicly or otherwise, is materially misleading or
contains any material misrepresentation of fact or omits to state a
fact necessary to make any information contained therein not
misleading and which was not subsequently corrected before the release
of this announcement by disclosure either publicly or otherwise to
Schlumberger to an extent which in any case is material in the context
of the Sema Group taken as a whole;
(ii) that any member of the Wider Sema Group or any partnership company or
other entity in which any member of the Wider Sema Group has a
significant economic interest and which is not a subsidiary
undertaking of Sema is subject to any liability (actual or contingent)
which is not disclosed in the Annual Report and Accounts of Sema and
which in any case is material in the context of the Sema Group taken
as a whole; or
(iii) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Sema Group to
an extent which is material in the context of the Sema Group taken as
a whole;
(j) Schlumberger Investments not having discovered that, save as fairly
disclosed to Schlumberger by or on behalf of Sema prior to the release of
this announcement:
(i) any past or present member of the Wider Sema Group has not complied
with any applicable legislation or regulations of any jurisdiction
with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste
or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to
environmental matters or the health and safety of any person, or that
there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission
(whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken
place) which, in any case, would be reasonably likely to give rise to
any liability (whether actual or contingent) or cost on the part of
any member of the Wider Sema Group which in any case is material in
the context of the Sema Group taken as a whole;
(ii) there is, or is reasonably likely to be, any liability, whether actual
or contingent, or requirement to improve or install new plant or
equipment or to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or
present member of the Wider Sema Group or any other property or any
controlled waters under any environmental legislation, regulation,
notice, circular, order or other lawful requirement of any relevant
authority or third party or otherwise which in any case is material in
the context of the Sema Group taken as a whole; or
(iii) circumstances exist whereby a person or class of persons would be
reasonably likely to have a claim in respect of any product or process
of manufacture or materials used therein now or previously
manufactured, sold or carried out by any
21
past or present member of the Wider Sema Group which is or would be
material in the context of the Sema Group taken as a whole.
For the purpose of these Conditions:
(a) "Third Party" means any government, government department or governmental,
quasigovernmental, supranational, statutory, regulatory, administrative or
investigative body, authority (including any national antitrust,
competition or merger control authorities or similar authorities), court,
trade agency, association, institution or professional or environmental
body or any other person or body whatsoever in any jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it has decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps
or required any action to be taken or information to be provided or
otherwise having done anything and "intervene" shall be construed
accordingly;
(c) "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, permissions,
licences, clearances, provisions and approvals;
(d) "Wider Schlumberger Group" means the Schlumberger Group and associated
undertakings and any other body corporate, partnership joint venture or
person in which the Schlumberger Group and such undertakings (aggregating
their interests) have an interest of more than 20 per cent. of the voting
or equity capital or the equivalent;
(e) "Wider Sema Group" means the Sema Group and associated undertakings and any
other body corporate, partnership joint venture or person in which the Sema
Group and such undertakings (aggregating their interests) have an interest
of more than 20 per cent. of the voting or equity capital or the
equivalent.
Subject to the requirements of the Panel, Schlumberger Investments reserves the
right to waive all or any of the above Conditions, in whole or in part, except
Condition (a).
The Offer will lapse unless the conditions set out above have been determined by
Schlumberger Investments to have been and to remain satisfied or (if capable of
waiver) waived by 3.00 p.m. on the first closing date of the Offer or such later
time and/or date as Schlumberger Investments may determine in accordance with
the City Code or with the consent of the Panel and subject to any requirements
of the laws of the US.
Schlumberger Investments shall be under no obligation to waive or treat as
satisfied any of conditions (a) to (j) inclusive by a date earlier than the
latest date for its satisfaction notwithstanding that any other condition of the
Offer may on or before such date have been waived or fulfilled and/or that there
are no circumstances indicating that any such conditions may not be capable of
fulfilment.
If the Panel requires Schlumberger Investments to make an offer for Sema
Ordinary Shares under the provisions of Rule 9 of the Code, Schlumberger
Investments may make such alterations to the Conditions, including to Condition
(a), as are necessary to comply with the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EEC) 4064/89 (the "Regulation") or makes a referral to a competent
authority of the United Kingdom under Article 9(1) of the Regulation and there
is then a reference to the Competition Commission, before the later of 3.00 p.m.
(London time) / 10.00 a.m. (New York City time) on the first closing date and
the date when the Offer becomes or is declared unconditional as to acceptances.
22
If the Offer lapses it will cease to be capable of further acceptance. Sema
Shareholders who have accepted the Offer and Schlumberger shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.
2. Certain further terms of the Offer
Sema Shares will be acquired by Schlumberger Investments fully paid up and free
from all liens, equities, charges, encumbrances and other third party rights
and/or interests and together with all rights now or hereafter attaching
thereto, including the right to receive and retain all dividends, interest and
other distributions declared, made or payable after the date of this
announcement.
The Offer will be on the terms and will be subject, inter alia, to the
Conditions which are set out in part 1 of this Appendix and those terms which
will be set out in the Offer Document and such further terms as may be required
to comply with the Listing Rules of the UK Listing Authority and the provisions
of the Code. The Offer and any acceptances thereunder will be governed by
English law.
The availability of the Offer to persons not resident in the United Kingdom or
the United States may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom or the United States should
inform themselves about and observe any applicable requirements.
23
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the entire issued and to be issued share
capital of Sema is based on 614,347,850 Sema Shares in issue on 9 February
2001 (as sourced from Sema) and outstanding options in respect of
36,804,798 Sema Shares under the Sema Share Option Schemes as at 9
February 2001 (as sourced from Sema).
(ii) The financial information relating to Sema is extracted from the Annual
Report and Accounts of Sema and the unaudited interim financial statements
for the six months to 30 June 2000 as published by Sema.
(iii) The financial information relating to Schlumberger is extracted from the
Annual Financial Statements of Schlumberger and the quarterly unaudited
financial statements for the twelve months to 31 December 2000 as
published by Schlumberger on 18 January 2001. The financial information
relating to Schlumberger Industries S.A. is extracted from the Annual
Financial Statements of Schlumberger Industries S.A. for the twelve months
to 31 December 1999.
(iv) The closing price of a Sema Share is derived from Reuters on the dates
stated.
(v) Except where otherwise indicated, the following exchange rates have been
used in this announcement:
Date US$/(Pounds) Sterling
9 February 2001 1.4446
31 December 2000 1.4930
31 December 1999 1.6182
31 December 1998 1.6600
French Francs/(Pounds) Sterling
31 December 1999 10.5477
31 December 1998 9.3024
24
APPENDIX III
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
"Acceptance Form(s)" the Form of Acceptance and, with respect to Sema
ADSs only, the Letter of Transmittal and the
Notice of Guaranteed Delivery
"ADS" an American Depository Share
"Annual Financial the annual report on Form 10-K of Schlumberger
Statements of Schlumberger" for the year ended 31 December 1999
"Annual Financial the annual report of Schlumberger Industries S.A
Statements of Schlumberger for the year ended 31 December 1999
Industries S.A."
"Annual Report and Accounts the annual report and accounts of Sema for the
of Sema" year ended 31 December 1999
"Australia" means the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any subdivision
thereof
"Canada" means Canada, its provinces and territories and
all areas subject to its jurisdiction or any
subdivision thereof
"City Code" or "Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a Sema
Share as derived from the Daily Official List or
the last reported sale price of a Schlumberger
Share as reported on the New York Stock Exchange
"Companies Act" or "the Act" the Companies ▇▇▇ ▇▇▇▇, as amended
"Conditions" the conditions of the Offer set out in Appendix
I of this announcement and "Condition" means any
one of them
"Credit Suisse First Boston" Credit Suisse First Boston (Europe) Limited,
co-financial adviser to Sema
"Daily Official List" the Daily Official List of the London Stock
Exchange
"E&P" exploration and production
"Euro" the lawful currency of the participating member
states of the European Union that adopt the
single currency in accordance with the Treaty on
European Union
"Euronext Paris" Euronext Paris S.A.
"Exchange Act" The US Securities Exchange Act of 1934, as
amended, and the rules and regulations
promulgated thereunder
25
"Form of Acceptance" the form of acceptance relating to the Offer for
use by holders of Sema Shares
"Internet" means an international network linking computers
over telephone lines and commonly referred to as
"the Internet"
"IP" Internet Protocol
"IT" Information Technology
"Japan" means Japan, its possessions and territories and
all areas subject to its jurisdiction or any
subdivision thereof
"▇▇▇▇▇▇ Brothers" ▇▇▇▇▇▇ Brothers Europe Limited, financial
adviser to Schlumberger
"Letter of Transmittal" the letter of transmittal relating to the Offer
for US by holders of Sema ADSs
"London Stock Exchange" London Stock Exchange PLC
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇" ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Limited
"Nasdaq" The National Association of Securities Dealers
Automated Quotation system
"NM Rothschild" / NM Rothschild & Sons Limited, co-financial
"Rothschild" adviser to Sema
"Notice of Guaranteed the notice of guaranteed delivery relating to
Delivery" the Offer for use by holders of Sema ADSs
"Offer" the recommended cash offer to be made by ▇▇▇▇▇▇
Brothers, on behalf of Schlumberger Investments
to acquire the entire issued and to be issued
share capital of Sema not held by Schlumberger
Investments, including (as appropriate) the
offer to holders of Sema ADSs in respect of the
Sema Shares underlying such ADSs, on the terms
and subject to the Conditions to be set out in
the Offer Document and including, where the
context so requires, any subsequent revision,
variation, extension or renewal of, or election
available under, such Offer
"Offer Document" the document to be despatched to Sema
Securityholders and, for information only, to
participants in the Sema Share Option Schemes
which will contain and set out the terms and
Conditions of the Offer
"Official List" the Official List of the UK Listing Authority
"Offer Period" the period commenced on 5 February 2001 and
ending on whichever of the following dates shall
be the latest (i) the first closing date of the
Offer; (ii) the date on which the Offer lapses;
and (iii) the date on which the Offer becomes or
is declared unconditional as to acceptances
26
"Panel" the Panel on Takeovers and Mergers, the body
which regulates takeover offers in the UK
"Schlumberger" Schlumberger N.V. (Schlumberger Limited), a
Netherlands Antilles corporation
"Schlumberger Group" Schlumberger and its subsidiaries and subsidiary
undertakings
"Schlumberger Investments" Schlumberger Investments, a company recently
incorporated in England and Wales for the
purposes of making the Offer
"Schlumberger Shareholders" the holders of Schlumberger Shares
"SEC" The Securities and Exchange Commission in the US
"Sema" Sema plc
"Sema ADRs" American Depository Receipts evidencing
interests in Sema ADSs
"Sema ADSs" American Depository Shares of Sema, each
representing 2 Sema Shares
"Sema Board" the board of Sema Directors
"Sema Directors" or the directors of Sema at the date of this
"Directors of Sema" announcement
"Sema Group" Sema and its subsidiaries and subsidiary
undertakings
"Sema Securities" Sema Shares and Sema ADSs
"Sema Securityholders" holders of Sema Securities
"Sema Shareholders" holders of Sema Shares
"Sema Shares" an ordinary share of 10 ▇▇▇▇▇ in the capital of
Sema
"Sema Share Option Schemes" the Sema plc 2000 Executive Share Option Scheme,
the Executive Loan Stock Scheme, the Sema plc
1998 Savings-Related Share Option Scheme, the
Sema 2000 Employee Stock Purchase Plan, the Sema
plc Senior Executive Share Option Scheme, the
Sema plc 1994 Senior Executive Share Options
Scheme, the Sema Irish Sharesave Scheme and, to
the extent there are options over Sema
Securities outstanding, the Priority Call
Management, Inc. Amended and Restated 1995 Stock
Option Plan, the LHS Group Inc. 1998 Employee
Stock Purchase Plan and the LHS Group Inc.
Amended and Restated Stock Incentive Plan
"Treaty on European Union" means the Treaty of Rome of 25 March 1957, as
amended by the Single ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and the
Maastricht Treaty (which was signed at
Maastricht on 7 February 1992 and came into
force on 1 November 1993)
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
27
"UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part IV of the Financial Services
Act and in the exercise of its functions in
respect of admission to the Official List
"United States", "US" or the United States of America, its territories
"USA" and possessions, any state of the United States
of America and the District of Columbia or any
area subject to its jurisdiction or any
political subdivision thereof
"US$" or "$" or "cents" or the lawful currency of the United States
"c"
"(Pounds)" or "pounds the lawful currency of the United Kingdom
sterling" or "▇▇▇▇▇" or "p"
For the purposes of this announcement "subsidiary", "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given by the Act,
other than paragraph 20(1)(b) of Schedule 4A to the Act which shall be excluded
for this purpose.
28
