EXHIBIT 10.1
TRANSACTION AGREEMENT
between
SCHLUMBERGER LIMITED
and
CAMCO INTERNATIONAL INC.
Dated as of June 18, 1998
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.................................................................................1
ARTICLE II DELIVERY, REGISTRATION AND LISTING OF SCHLUMBERGER
STOCK.......................................................................................4
2.1 Delivery of Schlumberger Common Stock.......................................................4
2.2 Preparation of S-4 and the Proxy Statement..................................................4
2.3 Authorization for Shares and Stock Exchange Listing.........................................4
ARTICLE III REPRESENTATIONS AND WARRANTIES..............................................................5
3.1 Representations and Warranties of Camco.....................................................5
(a) Authority; No Violations; Consents and Approvals.......................................5
(b) Litigation.............................................................................7
(c) Incorporation by Reference.............................................................7
3.2 Representations and Warranties of Schlumberger. ...........................................7
(a) Organization, Standing and Power.......................................................7
(b) Capital Structure......................................................................7
(c) Authority; No Violations, Consents and Approvals.......................................8
(d) SEC Documents.........................................................................10
(e) Information Supplied..................................................................10
(f) Absence of Certain Changes or Events..................................................11
(g) No Undisclosed Material Liabilities...................................................11
(h) Litigation............................................................................11
(i) No Vote Required......................................................................12
(j) Accounting Matters....................................................................12
(k) Beneficial Ownership of Camco Common Stock............................................12
(l) Material Contracts and Agreements.....................................................12
ARTICLE IV ADDITIONAL AGREEMENTS......................................................................12
4.1 Legal Conditions to Merger.................................................................12
4.2 Agreement to Defend........................................................................14
4.3 Accounting Matters.........................................................................14
4.4 Public Announcements.......................................................................14
4.5 Other Actions..............................................................................14
4.6 Advice of Changes; SEC Filings.............................................................14
4.7 Reorganization.............................................................................15
4.8 Takeover Defenses..........................................................................15
4.9 Letter of Camco,s Accountants..............................................................15
4.10 Letter of Schlumberger's Accountants. ....................................................15
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4.11 Rights Agreement...........................................................................15
4.12 Stock Options..............................................................................16
ARTICLE V CONDITIONS PRECEDENT.......................................................................16
5.1 Conditions to Camco's Closing Deliveries...................................................16
(a) Representations and Warranties. .....................................................16
(b) Performance of Obligations of Schlumberger. .........................................16
(c) Certifications and Opinion. .........................................................16
(d) Fairness Opinion......................................................................17
5.2 Conditions to Schlumberger's Closing Deliveries. .........................................17
(a) Representations and Warranties. .....................................................18
(b) Performance of Obligations of Camco. ................................................18
(c) Certifications and Opinion. .........................................................18
ARTICLE VI TERMINATION AND AMENDMENT..................................................................19
6.1 Termination................................................................................19
6.2 Effect of Termination. ....................................................................19
6.3 Amendment. ...............................................................................20
6.4 Extension; Waiver. .......................................................................20
ARTICLE VII GENERAL PROVISIONS.........................................................................20
7.1 Payment of Expenses........................................................................20
7.2 Nonsurvival of Representations, Warranties and Agreements. ...............................20
7.3 Notices. .................................................................................20
7.4 Interpretation. ..........................................................................21
7.5 Counterparts. ............................................................................22
7.6 Entire Agreement; No Third-Party Beneficiaries.............................................22
7.7 Governing Law. ...........................................................................22
7.8 No Remedy in Certain Circumstances. ......................................................22
7.9 Assignment. ..............................................................................22
7.10 Enforcement of the Agreement. ............................................................22
EXHIBITS:
Exhibit A- Agreement and Plan of Merger
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TRANSACTION AGREEMENT
THIS TRANSACTION AGREEMENT, dated as of June 18, 1998 (this
"Transaction Agreement"), is by and between Schlumberger Limited, a Netherlands
Antilles corporation ("Schlumberger"), and Camco International Inc., a Delaware
corporation ("Camco").
WHEREAS, pursuant to that certain Agreement and Plan of Merger of even
date herewith, among Schlumberger Technology Corporation, a Texas corporation
and a wholly owned subsidiary of Schlumberger ("STC"), Schlumberger OFS, Inc., a
Delaware corporation and a wholly owned Subsidiary of STC ("Sub"), and Camco
(the "Merger Agreement"), Sub will be merged with and into Camco with Camco
becoming a wholly owned subsidiary of STC (the "Merger");
WHEREAS, the Board of Directors at Camco and Schlumberger have each
determined that this Transaction Agreement and the transactions contemplated
hereby are in the best interests of their respective stockholders;
WHEREAS, pursuant to the Merger Agreement, each outstanding share of
common stock, par value $.01 per share, of Camco ("Camco Common Stock") will be
exchanged for and converted into 1.18 (the "Conversion Number") shares of voting
common stock, par value $.01 per share of Schlumberger ("Schlumberger Common
Stock"); and
WHEREAS, Schlumberger desires to make certain representations and
commitments in connection with the Merger;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements herein contained, the
parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Transaction Agreement, the following terms shall have
the following meanings:
"Camco" has the meaning set forth in the preamble hereto.
-----
"Camco Common Stock" has the meaning set forth in the recitals hereto.
------------------
"Camco Disclosure Letter" means the disclosure letter delivered by
-----------------------
Camco to STC pursuant to the Merger Agreement.
"Camco Litigation" has the meaning set forth in Section 3.1(b) hereof.
----------------
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"Camco Order" has the meaning set forth in Section 3.1(j) of the
-----------
Merger Agreement.
"Camco Stock Option" has the meaning set forth in Section 5.5 of the
------------------
Merger Agreement.
"Certificate of Merger" has the meaning set forth in Section 1.1 of
---------------------
the Merger Agreement.
"Closing" has the meaning set forth in Section 1.1 of the Merger
-------
Agreement.
"Closing Date" has the meaning set forth in Section 1.2 of the Merger
------------
Agreement.
"Code" has the meaning set forth in the recitals to the Merger
----
Agreement.
"Confidentiality Agreements" has the meaning set forth in Section 5.1
--------------------------
of the Merger Agreement.
"Conversion Number" has the meaning set forth in the recitals hereto.
-----------------
"Delivery Date" has the meaning set forth in Section 2.1 hereof.
-------------
"DGCL" has the meaning set forth in Section 1.1 of the Merger
----
Agreement.
"Effective Time" has the meaning set forth in Section 1.1 of the
--------------
Merger Agreement.
"Exchange Act" has the meaning set forth in Section 3.1(a)(iii)
------------
hereof.
"GAAP" has the meaning set forth in Section 3.1(d) of the Merger
----
Agreement.
"Governmental Entity" has the meaning set forth in Section 3.1(a)(iii)
-------------------
hereof.
"HSR Act" has the meaning set forth in Section 3.1(a)(iii) hereof.
-------
"Knowledge" "known to", "best knowledge" and terms of similar meaning
---------
shall mean (a) with respect to Camco, (i) the Chief Financial Officer, the Chief
Accounting Officer and the General Counsel and Secretary of Camco as of the date
of this Agreement and (ii) all of the officers of Camco as of the Closing Date
and (b) with respect to Schlumberger, (A) (1) the Executive Vice President,
Chief Financial Officer and (2) the General Counsel and Secretary of
Schlumberger, as of the date of this Agreement and (B) all of the officers of
Schlumberger as of the Closing Date.
"Material Adverse Effect" has the meaning set forth in Section
-----------------------
3.1(a)(i) hereof.
"Merger" has the meaning set forth in the recitals hereto.
------
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"Merger Agreement" has the meaning set forth in the recitals hereto.
----------------
"NYSE" has the meaning set forth in Section 3.2(c)(iii) hereof.
----
"Proxy Statement" has the meaning set forth in Section 3.1(a)(iii)
---------------
hereof.
"Returns" has the meaning set forth in Section 3.1(k)(i) of the Merger
-------
Agreement.
"Rights Agreement" has the meaning set forth in Section 3.1(b) of the
----------------
Merger Agreement.
"S-4" has the meaning set forth in Section 3.1(e) of the Merger
---
Agreement.
"Schlumberger" has the meaning set forth in the preamble hereto.
------------
"Schlumberger Common Stock" has the meaning set forth in the recitals
-------------------------
hereto.
"Schlumberger Disclosure Letter" means the disclosure letter delivered
------------------------------
by Schlumberger to Camco pursuant to this Transaction Agreement.
"Schlumberger Litigation" has the meaning set forth in Section 3.2(h)
-----------------------
hereof.
"Schlumberger Option Plans" has the meaning set forth in Section
-------------------------
3.2(b) hereof.
"Schlumberger Preferred Stock" has the meaning set forth in 3.2(b)
----------------------------
hereof.
"Schlumberger SEC Documents" has the meaning set forth in Section
--------------------------
3.2(d) hereof.
"SEC" has the meaning set forth in Section 3.1(a) of the Merger
---
Agreement.
"Securities Act" has the meaning set forth in Section 3.1(d) of the
--------------
Merger Agreement.
"Significant Subsidiary" has the meaning set forth in Section 4.1(g)
----------------------
of the Merger Agreement.
"STC" has the meaning set forth in the recitals hereto.
---
"Sub" has the meaning set forth in the recitals hereto.
---
"Subsidiary" has the meaning set forth in Section 2.1(b) of the Merger
----------
Agreement.
"Voting Debt" has the meaning set forth in Section 3.1(b) of the
-----------
Merger Agreement.
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ARTICLE II
DELIVERY, REGISTRATION AND
LISTING OF SCHLUMBERGER STOCK
2.1 Delivery of Schlumberger Common Stock. Prior to the Merger, upon the
request of STC and subject to the conditions set forth in Section 5.2 hereof,
Schlumberger will sell to STC all or any portion of that number of shares of
Schlumberger Common Stock which are to be received by the holders of Camco
Common Stock in exchange for and upon conversion of the Camco Common Stock
pursuant to Section 2.1(c) of the Merger Agreement. The date on which
Schlumberger delivers such Schlumberger Common Stock to STC is referred to in
this Transaction Agreement as the "Delivery Date". Schlumberger acknowledges
that, pursuant to Section 2.1(e) of the Merger Agreement, if subsequent to the
date of this Agreement but prior to the Effective Time, the number of shares of
Schlumberger Common Stock issued and outstanding is changed as a result of a
stock split, reverse stock split, stock dividend, recapitalization or other
similar transaction, the Conversion Number and other items dependent thereon
will be appropriately adjusted in the Merger Agreement and this Transaction
Agreement.
2.2 Preparation of S-4 and the Proxy Statement. Schlumberger and Camco
shall promptly prepare and file with the SEC the Proxy Statement and
Schlumberger shall prepare and file with the SEC the S-4, in which the Proxy
Statement will be included as a prospectus. Each of Schlumberger and Camco
shall use its best efforts to have the S-4 declared effective under the
Securities Act as promptly as practicable after such filing. Each of Camco and
Schlumberger shall use its best efforts to cause the Proxy Statement to be
mailed to stockholders of Camco at the earliest practicable date. Schlumberger
shall use its best efforts to obtain all necessary state securities laws or
"blue sky" permits, approvals and registrations in connection with the issuance
of Schlumberger Common Stock in the Merger and upon the exercise of Camco Stock
Options and Camco shall furnish all information concerning Camco and the holders
of Camco Common Stock as may be reasonably requested in connection with
obtaining such permits, approvals and registrations.
2.3 Authorization for Shares and Stock Exchange Listing. Prior to the
Effective Time, Schlumberger shall have taken all action necessary to permit it
to issue the number of shares of Schlumberger Common Stock required to be issued
pursuant to Section 2.1 of the Merger Agreement. Schlumberger shall use all
reasonable efforts to cause the shares of Schlumberger Common Stock to be
delivered in the Merger to be approved for listing on the NYSE, subject to
official notice of issuance, prior to the Closing Date.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Camco. Camco represents and
warrants to Schlumberger as follows:
(a) Authority; No Violations; Consents and Approvals.
(i) Camco has all requisite corporate power and authority to
enter into this Transaction Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Transaction Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
corporate action on the part of Camco. This Transaction Agreement has
been duly executed and delivered by Camco and assuming this
Transaction Agreement constitutes the valid and binding obligation of
Schlumberger, constitutes a valid and binding obligation of Camco
enforceable in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general principles of equity and limitations imposed on
indemnity obligations by applicable federal and state securities laws.
(ii) Except as set forth on Schedule 3.1(c) to the Camco
Disclosure Letter, the execution and delivery of this Transaction
Agreement does not, and the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will
not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation
or to the loss of a material benefit under, or result in the creation
of any lien, security interest, charge or encumbrance upon any of the
properties or assets of Camco or any of its Subsidiaries under, any
provision of (A) the Certificate of Incorporation or Bylaws of Camco
or any provision of the comparable charter or organizational documents
of any of its Subsidiaries, (B) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise or license applicable to Camco or any of
its Subsidiaries or (C) assuming the consents, approvals,
authorizations or permits and filings or notifications referred to in
Section 3.1(a)(iii) are duly and timely obtained or made and the
approval of the Merger and the Merger Agreement by the stockholders of
Camco has been obtained, any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Camco or any of its
Subsidiaries or any of their respective properties or assets, other
than, in the case of clause (B) or (C), any such conflicts,
violations, defaults, rights, liens, security interests, charges or
encumbrances that, individually or in the aggregate, would not have a
Material Adverse Effect (as defined below) on Camco, materially impair
the
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ability of Camco to perform its obligations hereunder or prevent the
consummation of any of the transactions contemplated hereby. As used
in this Transaction Agreement a "Material Adverse Effect" shall mean,
any effect or change that is or would be materially adverse to the
business, operations, assets, condition (financial or otherwise) or
results of operations of (x) in respect of Camco, Camco and its direct
and indirect Subsidiaries, taken as a whole, and (y) in respect of the
STC Affiliated Group, the STC Affiliated Group taken as a whole;
provided, however, a Material Adverse Effect shall not include (1) any
effect or change, including changes in national or international
economic conditions, relating to or affecting the oil and gas service
and equipment industry as a whole (including a decline in worldwide
oil and gas commodity prices), (2) changes, or possible changes, in
foreign, federal, state or local statutes and regulations, (3) the
loss of employees, customers or suppliers by Camco or one or more of
its Subsidiaries as a direct or indirect consequence of any
announcement relating to the Merger or (4) any action taken or
required to be taken to satisfy any requirement imposed in connection
with the review of the Merger under the HSR Act. As used herein, the
term "Consideration" means the number of shares of Camco Common Stock
outstanding on the day prior to the date of this Agreement multiplied
by the Conversion Number and then multiplied by the closing sales
price of Schlumberger Common Stock on the NYSE on the last trading day
prior to the date of this Agreement.
(iii) No consent, approval, order or authorization of, or
registration, declaration or filing with, or permit from, any U.S. or
non-U.S. court, administrative agency or commission or other
governmental authority or instrumentality (a "Governmental Entity") is
required by or with respect to Camco or any of its Subsidiaries in
connection with the execution and delivery of this Transaction
Agreement by Camco or the consummation by Camco of the transactions
contemplated hereby, as to which the failure to obtain or make would
have a Material Adverse Effect on Camco, except for: (A) the filing of
a premerger notification report by Camco under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and
the expiration or termination of the applicable waiting period with
respect thereto; (B) the filing with the SEC of (1) a proxy statement
in preliminary and definitive form relating to the meeting of Camco's
stockholders to be held in connection with the Merger (the "Proxy
Statement") and (2) such reports under Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and such other
compliance with the Exchange Act and the rules and regulations
thereunder, as may be required in connection with this Transaction
Agreement, the Merger Agreement and the transactions contemplated
hereby and thereby; (C) the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware; (D) such filings and
approvals as may be required by any applicable state securities, "blue
sky" or takeover laws, or environmental laws; (E) such filings and
approvals as may be required by any applicable non-U.S.
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Governmental Entity; and (F) such filings and approvals as may be
required by any non-U.S. premerger notification, securities, corporate
or other law, rule or regulation.
(b) Litigation. Except as disclosed in the Camco SEC Documents or in
the Camco litigation report previously delivered to Schlumberger, there is
no (i) suit, action or proceeding pending or, to the best knowledge of
Camco, threatened against or affecting Camco or any Subsidiary of Camco
("Camco Litigation"), or (ii) Camco Order, that would (in any case) have a
Material Adverse Effect on Camco or prevent Camco from consummating the
transactions contemplated by this Transaction Agreement.
(c) Incorporation by Reference. Each of the representations and
warranties made by Camco in the Merger Agreement is incorporated by
reference herein as if fully set forth herein together with the definitions
of the defined terms used therein, mutatis mutandis, so that references to
the recipient of any such representations and warranties shall be deemed to
be references to Schlumberger. Each such representation and warranty so
incorporated herein by reference is hereby confirmed directly to
Schlumberger.
3.2 Representations and Warranties of Schlumberger. Schlumberger
represents and warrants to Camco as follows:
(a) Organization, Standing and Power. Schlumberger is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its
business as now being conducted, and is duly qualified and in good standing
to do business in each jurisdiction in which the business it is conducting,
or the operation, ownership or leasing of its properties, makes such
qualification necessary, other than where (individually as in the
aggregate) the failure to be so organized or so to qualify would not have a
Material Adverse Effect on Schlumberger. Complete and correct copies of
the Certificates of Incorporation and Bylaws of Schlumberger have
heretofore been made available to Camco.
(b) Capital Structure. As of the date hereof, the authorized capital
stock of Schlumberger consists of 1,000,000,000 shares of Schlumberger
Common Stock and 200,000,000 shares of preferred stock ("Schlumberger
Preferred Stock"). At the close of business on May 31, 1998 (i)
498,941,351 shares of Schlumberger Common Stock were issued and outstanding
and an aggregate of 58,644,415 shares of Schlumberger Common Stock were
reserved for issuance pursuant to Schlumberger's:
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Discounted Stock Purchase Plan.... 14,624,867
1998 Stock Option Plan............ 12,000,000
1979 Stock Incentive Plan......... 119,300
1979 Incentive Stock Option Plan.. 86,044
1994 Stock Option Plan............ 19,557,184
1989 Stock Incentive Plan........ 12,247,263
IVS Stock Option Plan............. 9,757
(collectively, the "Schlumberger Option Plans"); (ii) 120,201,108 shares of
Schlumberger Common Stock were held by Schlumberger in its treasury or by
its wholly owned Subsidiaries; (iii) a warrant to acquire 15,000,000 shares
of Schlumberger Common Stock at an exercise price per share of $29.975 was
outstanding; (iv) no shares of Schlumberger Preferred Stock were
outstanding; and (v) no Voting Debt was outstanding. All outstanding
shares of Schlumberger Common Stock are, and the shares of Schlumberger
Common Stock when issued in accordance with this Transaction Agreement, and
upon exercise of the Camco Stock Options to be assumed pursuant to the
Merger, will be, validly issued, fully paid and nonassessable and not
subject to preemptive rights. Except as set forth on Schedule 3.2(b) to
the Schlumberger Disclosure Letter, all outstanding shares of capital stock
of the Significant Subsidiaries of Schlumberger have been duly authorized
and validly issued and are fully paid and non-assessable, and were not
issued in violation of any preemptive rights or other preferential rights
of subscription or purchase other than those that have been waived or
otherwise cured or satisfied, and, except as set forth in the Schlumberger
SEC Documents or Schedule 3.2(b) to the Schlumberger Disclosure Letter, all
such shares are owned by Schlumberger or a direct or indirect wholly owned
Subsidiary of Schlumberger, free and clear of all liens, charges,
encumbrances, claims and options of any nature.
(c) Authority; No Violations, Consents and Approvals.
(i) Schlumberger has all requisite corporate power and authority
to enter into this Transaction Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Transaction Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
corporate action on the part of Schlumberger. This Transaction
Agreement has been duly executed and delivered by Schlumberger.
Assuming this Transaction Agreement constitutes the valid and binding
obligation of Camco, it also constitutes a valid and binding
obligation of Schlumberger and is enforceable against Schlumberger in
accordance with its terms; provided, however, that such enforceability
is subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and
to general principles of equity and limitations imposed on indemnity
obligations by applicable federal and state securities laws.
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(ii) Except as set forth an Schedule 3.2(c)(ii) to the
Schlumberger Disclosure Letter, the execution and delivery of this
Transaction Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the provisions
hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of
any obligation or to the loss of a material benefit under, or result
in the creation of any lien, security interest, charge or encumbrance
upon any of the properties or assets of Schlumberger or any of its
Subsidiaries under, any provision of (A) the Certificate of
Incorporation or Bylaws of Schlumberger or any provision of the
comparable charter or organizational documents of any of its
Significant Subsidiaries, (B) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise or license applicable to Schlumberger or
any of its Subsidiaries or (C) assuming the consents, approvals,
authorizations or permits and filings or notifications referred to in
Section 3.2(c)(iii) are duly and timely obtained or made and the
approval of the Merger and this Transaction Agreement by the
stockholders of Schlumberger has been obtained, any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to
Schlumberger or any of its Subsidiaries or any of their respective
properties or assets, other than, in the case of clause (B) or (C),
any such conflicts, violations, defaults, rights, liens, security
interests, charges or encumbrances that, individually or in the
aggregate, would not have a Material Adverse Effect on Schlumberger or
prevent in any material respect the consummation of any of the
transactions contemplated hereby.
(iii) No consent, approval, order or authorization of, or
registration, declaration or filing with, or permit from, any
Governmental Entity is required by or with respect to Schlumberger or
any of its Subsidiaries in connection with the execution and delivery
of this Transaction Agreement by Schlumberger or the consummation by
Schlumberger of the transactions contemplated hereby, as to which the
failure to obtain or make would have a Material Adverse Effect on
Schlumberger, except for: (A) the filing of a premerger notification
report by Schlumberger under the HSR Act and the expiration or
termination of the applicable waiting period with respect thereto; (B)
the filing with the SEC of the Proxy Statement, the S-4, such reports
under Section 13(a) of the Exchange Act and such other compliance with
the Securities Act and the Exchange Act and the rules and regulations
thereunder as may be required in connection with this Transaction
Agreement, the Merger Agreement and the transactions contemplated
hereby and thereby, and the obtaining from the SEC of such orders as
may be so required; (C) the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware; (D) filings with, and
approval of, the New York Stock Exchange, Inc. (the "NYSE"); (E) such
filings and approvals as may be required by any applicable state
securities, "blue sky" or takeover laws or environmental laws; (F)
such filings and approvals as may be required by any applicable non-
U.S. Governmental Entity; and (G) such filings and approvals as may
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be required by any non-U.S. premerger notification, securities,
corporate or other law, rule or regulation.
(d) SEC Documents. A true and complete copy of each report,
schedule, registration statement and definitive proxy statement filed by
Schlumberger with the SEC since January 1, 1995 and prior to the date of
this Transaction Agreement (the "Schlumberger SEC Documents") has been made
available to Camco. The Schlumberger SEC Documents are all the documents
(other than preliminary material) that Schlumberger was required to file
with the SEC since such date. As of their respective dates, the
Schlumberger SEC Documents complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be,
and the rules and regulations of the SEC thereunder applicable to such
Schlumberger SEC Documents, and none of the Schlumberger SEC Documents
contained when filed any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of Schlumberger included in
the Schlumberger SEC Documents complied as to form in all material respects
with the published rules and regulations of the SEC with respect thereto,
were prepared in accordance with GAAP applied on a consistent basis during
the periods involved (except as may be indicated in the notes thereto or,
in the case of the unaudited statements, as permitted by Rule 10-01 of
Regulation S-X of the SEC) and fairly present in accordance with applicable
requirements of GAAP (subject, in the case of the unaudited statements, to
normal year-end adjustments and other adjustments discussed therein) the
consolidated financial position of Schlumberger and its consolidated
Subsidiaries as of their respective dates and the consolidated results of
operations and the consolidated cash flows of Schlumberger and its
consolidated Subsidiaries for the periods presented therein.
(e) Information Supplied. None of the information supplied or to be
supplied by Schlumberger or any of its Subsidiaries for inclusion or
incorporation by reference in the S-4 will, at the time the S-4 is filed
with SEC or when it becomes effective under the Securities Act contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, and none of the information supplied or to be supplied by
Schlumberger or any of its Subsidiaries and included or incorporated by
reference in the Proxy Statement will, at the date mailed to stockholders
of Camco or at the time of the meeting of such stockholders to be held in
connection with the Merger, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. If at any time
prior to the Effective Time any event with respect to Schlumberger or any
of its Subsidiaries, or with respect to other information supplied by
Schlumberger or any of its Subsidiaries for inclusion in the Proxy
Statement or S-4, shall occur which is required to be described in an
amendment of, or a supplement to, the Proxy Statement or the S-4, such
event shall be so described, and such amendment or supplement shall be
promptly filed with
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the SEC. The Proxy Statement, insofar as it relates to Schlumberger or
Subsidiaries of Schlumberger or other information supplied by Schlumberger
or any of its Subsidiaries for inclusion therein, will comply as to form in
all material respects with the provisions of the Exchange Act and the rules
and regulations thereunder, except that no representations or warranties
are made by Schlumberger with respect to statements made or incorporated by
reference therein based on information supplied by Camco or any of Camco's
Subsidiaries.
(f) Absence of Certain Changes or Events. Except as disclosed in, or
reflected in the financial statements included in, the Schlumberger SEC
Documents or on Schedule 3.2(f) to the Schlumberger Disclosure Letter, or
except as contemplated by this Transaction Agreement or the Merger
Agreement, since December 31, 1997 there has not been: (i) any declaration,
setting aside or payment of any dividend or other distribution (whether in
cash, stock or property) with respect to any of Schlumberger's capital
stock, except for regular quarterly cash dividends of $.1875 per share on
Schlumberger Common Stock with usual record and payment dates for such
dividends; (ii) any amendment of any material term of any outstanding
equity security of Schlumberger or any Significant Subsidiary; (iii) any
material change in any method of accounting or accounting practice by
Schlumberger or any Significant Subsidiary; or (iv) any other transaction,
commitment, dispute or other event or condition (financial or otherwise) of
any character (whether or not in the ordinary course of business) that
would have a Material Adverse Effect on Schlumberger.
(g) No Undisclosed Material Liabilities. Except as disclosed in the
Schlumberger SEC Documents or on Schedule 3.2(g) to the Schlumberger
Disclosure Letter, there are no liabilities of Schlumberger or any of its
Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, that would have a Material Adverse
Effect on Schlumberger, other than: (i) liabilities adequately provided for
on the balance sheet of Schlumberger dated as of March 31, 1998 (including
the notes thereto) contained in Schlumberger's Quarterly Report on Form 10-
Q for the quarter ended March 31, 1998; (ii) liabilities incurred in the
ordinary course of business since March 31, 1998; and (iii) liabilities
under this Transaction Agreement and the Merger Agreement.
(h) Litigation. Except as disclosed in the Schlumberger SEC
Documents or on Schedule 3.2(h) to the Schlumberger Disclosure Letter,
there is no (i) suit, action or proceeding pending or, to the best
knowledge of Schlumberger, threatened against or affecting Schlumberger or
any Subsidiary of Schlumberger ("Schlumberger Litigation"), or (ii)
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against Schlumberger or any Subsidiary of
Schlumberger that (in any case) would have a Material Adverse Effect on
Schlumberger or prevent Schlumberger from consummating the transactions
contemplated by this Transaction Agreement or by the Merger Agreement.
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(i) No Vote Required. No vote of the holders of any class or series
of Schlumberger capital stock is necessary to approve the issuance of
Schlumberger Common Stock pursuant to this Transaction Agreement and the
transactions contemplated hereby.
(j) Accounting Matters. To the best knowledge of the financial and
accounting officers of Schlumberger prior to the date hereof, neither
Schlumberger nor any of its Affiliates has taken any action that (without
giving effect to any action taken or agreed to be taken by Camco or any of
its Affiliates) would jeopardize the treatment of the business combination
to be effected by the Merger as a pooling of interests for accounting
purposes.
(k) Beneficial Ownership of Camco Common Stock. As of the date
hereof, neither Schlumberger nor its Subsidiaries "beneficially owns" (as
defined in Rule 13d-3 under the Exchange Act) any shares of Camco Common
Stock.
(l) Material Contracts and Agreements. All material contracts of
Schlumberger or its Subsidiaries have been included in the Schlumberger SEC
Documents unless not required to be included pursuant to the rules and
regulations of the SEC. Schedule 3.2(l) of the Schlumberger Disclosure
Letter sets forth a list of all written or oral contracts, agreements or
arrangements to which Schlumberger or any of its Subsidiaries or any of
their respective assets are bound which meet the definition of material
contracts set forth in Section 6.01 of Regulation S-K promulgated under the
Securities Act and which have not been included in the Schlumberger SEC
Documents.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Legal Conditions to Merger.
(a) Except as otherwise provided herein, Camco and Schlumberger will
each take all reasonable actions necessary to comply promptly with all
legal requirements that may be imposed on such party with respect to the
Merger (including, without limitation, furnishing all information required
under the HSR Act and in connection with approvals of or filings with any
other Governmental Entity) and will promptly cooperate with and furnish
information to each other in connection with any such requirements imposed
upon any of them or any of their Subsidiaries in connection with the
Merger. Each of Camco and Schlumberger will, and will cause its respective
Subsidiaries to, take all actions necessary to obtain (and will cooperate
with each other in obtaining) any consent, acquiescence, authorization,
order or approval of, or any exemption or nonopposition by, any
Governmental Entity or court required to be obtained or made by Camco,
Schlumberger or any of their Subsidiaries in connection with the Merger or
the taking of any action contemplated thereby, by the Merger Agreement or
by this Transaction Agreement, including
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complying with any requests or orders made by the Justice Department or the
Federal Trade Commission in connection with the Merger.
(b) Each of the parties hereto shall file a premerger notification and
report form under the HSR Act with respect to the Merger as promptly as
reasonably possible following execution and delivery of this Agreement.
Each of the parties agrees to use reasonable efforts to promptly respond to
any request for additional information pursuant to Section (e)(1) of the
HSR Act. Except as otherwise required by United States regulatory
considerations, Camco will furnish to Schlumberger copies of all
correspondence, filings or communications (or memoranda setting forth the
substance thereof (collectively, "Company HSR Documents")) between Camco,
or any of its respective representatives, on the one hand, and any
governmental entity, or members of the staff of such agency or authority,
on the other hand, with respect to this Agreement, the Merger Agreement or
the Merger; provided; however, that (x) with respect to documents and other
materials filed by or on behalf of Camco with the Antitrust Division of the
Department of Justice, the Federal Trade Commission, or any state attorneys
general that are available for review by Schlumberger, copies will not be
required to be provided to Schlumberger and (y) with respect to any Camco
HSR Documents (1) that contain any information which, in the reasonable
judgment of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., should not be furnished to
Schlumberger because of antitrust considerations or (2) relating to a
request for additional information pursuant to Section (e)(1) of the HSR
Act, the obligation of Camco to furnish any such Camco HSR Documents to
Schlumberger shall be satisfied by the delivery of such Camco HSR Documents
on a confidential basis to ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., pursuant to a
confidentiality agreement in form and substance reasonably satisfactory to
Schlumberger. Except as otherwise required by United States regulatory
considerations, Schlumberger will furnish to Camco copies of all
correspondence, filings or communications (or memoranda setting forth the
substance thereof (collectively, "Schlumberger HSR Documents")) between
Schlumberger or any of its representatives, on the one hand, and any
Governmental Entity, or member of the staff of such agency or authority, on
the other hand, and any Governmental Entity, or member of the staff of such
agency or authority, on the other hand, with respect to this Agreement, the
Merger Agreement or the Merger; provided, however, that (x) with respect to
documents and other materials filed by or on behalf of Schlumberger with
the Antitrust Division of the Department of Justice, the Federal Trade
Commission, or any state attorneys general that are available for review by
Camco, copies will not be required to be provided to Camco, and (y) with
respect to any Schlumberger HSR Documents (1) that contain information
which, in the reasonable judgment of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., should not be
furnished to Camco because of antitrust considerations or (2) relating to a
request for additional information pursuant to Section (e)(1) of the HSR
Act, the obligation of Schlumberger to furnish any such Schlumberger HSR
Documents to Camco shall be satisfied by the delivery of such Schlumberger
HSR Documents on a confidential basis to Fulbright & ▇▇▇▇▇▇▇▇ L.L.P.
pursuant to a confidentiality agreement in form and substance reasonably
satisfactory to Camco.
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(c) In the event that any governmental body with jurisdiction of this
Merger shall require Schlumberger or any of its Subsidiaries to agree to
take or not to take any action as a condition to approving or not objecting
to the Merger, Schlumberger will take such action (i) if the loss in annual
revenues to the Surviving Corporation would reasonably be expected not to
exceed $75 million during the ensuing twelve months following the Closing,
or (ii) if Schlumberger otherwise considers it reasonable and appropriate
in the circumstances to take such action.
4.2 Agreement to Defend. In the event any claim, action, suit,
investigation or other proceeding by any governmental body or other person or
other legal or administrative proceeding is commenced that questions the
validity or legality of the transactions contemplated hereby or seeks damages in
connection therewith, the parties hereto agree to cooperate and use their
reasonable efforts to defend against and respond thereto.
4.3 Accounting Matters. During the period from the date of this
Transaction Agreement through the Effective Time, unless the parties shall
otherwise agree in writing, neither Schlumberger nor Camco or any of their
respective Subsidiaries shall knowingly take or fail to take any reasonable
action which action or failure to act would jeopardize the treatment of the
Merger as a pooling of interests for accounting purposes.
4.4 Public Announcements. Schlumberger and Camco will consult with each
other before issuing any press release or otherwise making any public statements
with respect to the transactions contemplated by this Transaction Agreement, and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable law or by
obligations pursuant to any listing agreement with any national securities
exchange or transaction reporting system.
4.5 Other Actions. Except as contemplated by this Transaction Agreement
or the Merger Agreement, neither Schlumberger nor Camco shall, and neither shall
permit any of its Subsidiaries to, take or agree or commit to take or omit to
take any action that is reasonably likely to result in any of its respective
representations or warranties hereunder or under the Merger Agreement being
untrue in any material respect or in any of the conditions to the Merger set
forth in Article VI to the Merger Agreement not being satisfied.
4.6 Advice of Changes; SEC Filings. Schlumberger and Camco shall confer
on a regular basis with each other, report on operational matters of Camco and
promptly advise each other orally and in writing of any change or event having,
or which, insofar as can reasonably be foreseen, could have, a Material Adverse
Effect on Schlumberger or Camco, as the case may be. Subject to the provisions
of Section 4.1, Camco and Schlumberger shall promptly provide each other (or
their respective counsel) copies of all filings made by such party with the SEC
or any other state or federal Governmental Entity in connection with this
Transaction Agreement or the Merger Agreement and the transactions contemplated
hereby and thereby.
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4.7 Reorganization. It is the intention of Schlumberger and Camco that
the Merger will qualify as a reorganization described in Section 368(a)(1)(B) of
the Code (and any comparable provisions of applicable state law). Neither
Schlumberger nor Camco (nor any of their respective Subsidiaries) will take or
omit to take any action (whether before, on or after the Closing Date) that
would cause the Merger not to be so treated. The parties (and their respective
Subsidiaries) will characterize the Merger as such a reorganization for purposes
of all Returns and other filings.
4.8 Takeover Defenses. Schlumberger and Camco shall each take such action
with respect to any takeover provisions in its respective Certificate of
Incorporation or Bylaws or afforded it by statute to the extent necessary to
consummate the Merger on the terms set forth in the Merger Agreement.
4.9 Letter of Camco's Accountants. Camco shall use its best efforts to
cause to be delivered to Schlumberger a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Camco's
independent public accountants, dated a date within two business days before the
date on which the S-4 shall become effective and addressed to Schlumberger and
Camco, in form and substance reasonably satisfactory to Schlumberger and
customary in scope and substance for letters delivered by independent public
accountants in connection with registration statements similar to the S-4. In
connection with Camco's efforts to obtain such letter, if requested by ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ shall provide a representation letter to ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP complying with SAS 72, if then required.
4.10 Letter of Schlumberger's Accountants. Schlumberger shall use its
best efforts to cause to be delivered to Camco a letter of Price Waterhouse LLP,
Schlumberger's independent public accountants, dated a date within two business
days before the date on which the S-4 shall become effective and addressed to
Camco and Schlumberger, in form and substance reasonably satisfactory to Camco
and customary in scope and substance for letters delivered by independent public
accountants in connection with registration statements similar to the S-4. In
connection with Schlumberger's efforts to obtain such letter, if requested by
Price Waterhouse LLP, Camco shall provide a representation letter to Price
Waterhouse LLP complying with SAS 72, if then required.
4.11 Rights Agreement. Prior to the Effective Time, the Board of
Directors of Camco shall take any action (including, as necessary, amending or
terminating (but with respect to termination, only as of immediately prior to
the Effective Time) the Rights Agreement) necessary so that none of the
execution and delivery of this Transaction Agreement, the conversion of shares
of Camco Common Stock into the right to receive Schlumberger Common Stock in
accordance with Article II of this Transaction Agreement, and the consummation
of the Merger or any other transaction contemplated hereby will cause (a) the
Camco Rights to become exercisable under the Rights Agreement, (b) Schlumberger
or any of its Subsidiaries to be deemed an "Acquiring Person" (as defined in the
Rights Agreement), (c) the provisions of Section 11 or Section 13 of the Rights
Agreement to become applicable to any such event or (d) the "Distribution Date"
or the "Share Acquisition Date" (each as defined in the Rights Agreement) to
occur upon any such event, and so that the "Expiration Date" (as defined in the
Rights Agreement) of the Camco Rights will occur
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immediately prior to the Effective Time. Without the prior written consent of
Schlumberger, neither the Board of Directors of Camco nor Camco shall take any
other action to terminate the Rights Agreement, redeem the Camco Rights, cause
any person not to be or become an "Acquiring Person" or otherwise amend the
Rights Agreement in a manner, or take any other action under the Rights
Agreement, adverse to Schlumberger.
4.12 Stock Options. Schlumberger shall take all corporate action
necessary to reserve for issuance a sufficient number of shares of Schlumberger
Common Stock for delivery upon exercise of the Camco Stock Options assumed by
STC in accordance with Section 2.1(d) and Section 5.5 of the Merger Agreement.
As soon as possible after the Effective Time, Schlumberger shall file with the
SEC a registration statement on Form S-8 (or any successor form) with respect to
the shares of Schlumberger Common Stock subject to the Camco Stock Options.
ARTICLE V
CONDITIONS PRECEDENT
5.1 Conditions to Camco's Closing Deliveries. The obligations of Camco
under Section 5.2 hereof are subject to the conditions that the Merger Agreement
shall not have been terminated, that each of the conditions set forth in Article
VI of the Merger Agreement other than those conditions to be satisfied at the
Closing shall have been satisfied or waived as set forth therein and that each
of the following conditions shall have been satisfied or waived by Camco:
(a) Representations and Warranties. Each of the representations and
warranties of Schlumberger set forth in this Transaction Agreement shall be
true and correct in all material respects as of the date of this
Transaction Agreement and (except to the extent such representations and
warranties speak as of an earlier date) as of the Delivery Date as though
made on and as of the Delivery Date, except where the failure to be so true
and correct (without giving effect to the individual materiality thresholds
otherwise contained in Section 3.2 hereof) would not have a Material
Adverse Effect on Schlumberger (such that the aggregate of the Material
Adverse Effect on Schlumberger hereunder exceeds $400 million) and
Schlumberger shall have received a certificate dated the Delivery Date by a
duly authorized officer of Schlumberger to that effect.
(b) Performance of Obligations of Schlumberger. Schlumberger shall
have performed in all material respects all obligations required to be
performed by it under this Transaction Agreement at or prior to the
Delivery Date.
(c) Certifications and Opinion. Schlumberger shall have furnished
Camco with:
(i) a certified copy of a resolution or resolutions duly adopted
by the Board of Directors or a duly authorized committee thereof of
Schlumberger approving this Transaction Agreement and the transactions
contemplated hereby; and
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(ii) a favorable opinion, dated the Closing Date, in customary
form and substance, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, General Counsel of
Schlumberger, to the effect that:
(A) Schlumberger is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction
of incorporation and has corporate power to own its properties
and assets and to carry on its business as presently conducted
and as described in the Registration Statement; and the execution
and delivery of this Transaction Agreement did not, and the
consummation of the transactions contemplated hereby will not,
violate any provision of Schlumberger's Certificate of
Incorporation or Bylaws;
(B) the Board of Directors of Schlumberger has taken all
action required under its jurisdiction of incorporation, its
Certificate of Incorporation or its Bylaws to authorize the
execution and delivery of this Transaction Agreement and the
transactions contemplated hereby; and this Transaction Agreement
is a valid and binding agreement of Schlumberger enforceable in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws or judicial decisions now or hereafter in
effect relating to creditors' rights generally or governing the
availability of equitable relief; and
(C) the Schlumberger Shares to be delivered to the holders
of Camco Common Stock pursuant to Article II of the Merger
Agreement are duly authorized and when issued and delivered as
contemplated by the Merger Agreement will be legally and validly
issued and fully paid and nonassessable and no stockholders of
Schlumberger shall have any preemptive rights with respect
thereto either pursuant to the organizational documents of
Schlumberger or under applicable law of the jurisdiction of
Schlumberger's organization.
(d) Fairness Opinion. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated has not
revoked, modified or changed its opinion referred to in Section 3.1(p) of the
Merger Agreement in any manner adverse to the holders of the Common Stock of
Camco.
5.2 Conditions to Schlumberger's Closing Deliveries. The obligations of
Schlumberger under Section 2.1 and Section 5.1 hereof are subject to the
conditions that the Merger Agreement shall not have been terminated, that each
of the conditions set forth in Article VI of the Merger Agreement other than
those conditions to be satisfied at Closing shall have been satisfied or waived
as set forth therein and that each of the following conditions shall have been
satisfied or waived by Schlumberger:
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(a) Representations and Warranties. Each of the representations and
warranties of Camco set forth in this Transaction Agreement shall be true
and correct in all material respects as of the date of this Transaction
Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Delivery Date as though made on and
as of the Deliver Date, except where the failure to be so true and correct
(without giving effect to the individual materiality thresholds otherwise
contained in Section 3.1 hereof) would not have a Material Adverse Effect
on Camco (such that the aggregate of the Material Adverse Effect on Camco
hereunder exceeds $200 million) and Schlumberger shall have received a
certificate dated the Delivery Date on behalf of Camco by the chief
executive officer and chief financial officer of Camco to that effect.
(b) Performance of Obligations of Camco. Camco shall have performed
in all material respects all obligations required to be performed by it
under this Transaction Agreement at or prior to the Delivery Date.
(c) Certifications and Opinion. Camco shall have furnished
Schlumberger with:
(i) a certified copy of a resolution or resolutions duly adopted
by the Board of Directors of Camco approving this Transaction
Agreement and consummation of the transactions contemplated hereby;
and
(ii) a favorable opinion, dated the Delivery Date, in customary
form and substance, of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire, General Counsel of
Camco, to the effect that:
(A) the execution and delivery of this Transaction Agreement
did not violate any provision of Camco's Certificate of
Incorporation or Bylaws; and
(B) the Board of Directors of Camco has taken all action
required by the DGCL and its Certificate of Incorporation or its
Bylaws to authorize the execution and delivery of this
Transaction Agreement and the transactions contemplated hereby;
and this Transaction Agreement is a valid and binding agreement
of Camco enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws or judicial
decisions now or hereafter in effect relating to creditors'
rights generally or governing the availability of equitable
relief.
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ARTICLE VI
TERMINATION AND AMENDMENT
6.1 Termination. This Transaction Agreement shall automatically terminate
if the Merger Agreement is terminated. In addition, this Transaction Agreement
may be terminated:
(a) by mutual written consent of Camco and Schlumberger, or by mutual
action of their respective Boards of Directors;
(b) by Schlumberger if (i) Camco shall have failed to comply in any
material respect with any of the covenants or agreements contained in this
Transaction Agreement to be complied with or performed by Camco at or prior
to such date of termination (provided such breach has not been cured within
30 days following receipt by Camco of notice of such breach and is existing
at the time of termination of this Transaction Agreement); or (ii) any
representations and warranties of Camco contained in this Transaction
Agreement shall not have been true when made (provided such breach has not
been cured within 30 days following receipt by Camco of notice of such
breach and is existing at the time of termination of this Transaction
Agreement) or on and as of the Effective Time as if made on and as of the
Effective Time (except to the extent it relates to a particular date),
except where the failure to be so true and correct (without giving effect
to the individual materiality thresholds otherwise contained in Section 3.1
hereof) would not have a Material Adverse Effect on Camco such that the
aggregate of the Material Adverse Effect on Camco exceeds $200 million; and
(c) by Camco if (i) Schlumberger shall have failed to comply in any
material respect with any of the covenants or agreements contained in this
Transaction Agreement to be complied with or performed by it at or prior to
such date of termination (provided such breach has not been cured within 30
days following receipt by Schlumberger of notice of such breach and is
existing at the time of termination of this Transaction Agreement); or (ii)
any representations and warranties of Schlumberger contained in this
Transaction Agreement shall not have been true when made (provided such
breach has not been cured within 30 days following receipt by Schlumberger
of notice of such breach and is existing at the time of termination of this
Transaction Agreement) or on and as of the Effective Time as if made on and
as of the Effective Time (except to the extent it relates to a particular
date), except where the failure to be so true and correct (without giving
effect to the individual materiality thresholds otherwise contained in
Section 3.2 hereof) would not have a Material Adverse Effect on
Schlumberger such that the aggregate of the Material Adverse Effect on
Schlumberger exceeds $400 million.
6.2 Effect of Termination. In the event of termination of this
Transaction Agreement by either Camco or Schlumberger as provided in Section
6.1, this Transaction Agreement shall forthwith become void and there shall be
no liability or obligation on the part of Schlumberger or
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Camco under this Termination Agreement except (a) with respect to Section 7.1,
and (b) to the extent that such termination results from the willful breach by a
party hereto of any of its representations or warranties or of any of its
covenants or agreements, in each case, as set forth in this Transaction
Agreement except as provided in Section 8.9. Nothing herein shall be construed
to limit any of the rights and obligations under the Merger Agreement.
6.3 Amendment. This Transaction Agreement may be amended by the parties
hereto, by action taken or authorized by their respective Boards of Directors,
at any time before or after approval of the matters presented in connection with
the Merger by the stockholders of Camco, but, after any such approval, no
amendment shall be made which by law requires further approval by such
stockholders without such further approval. This Transaction Agreement may not
be amended except by an instrument in writing signed on behalf of each of the
parties hereto.
6.4 Extension; Waiver. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed: (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto;
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto; and (c) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party.
ARTICLE VII
GENERAL PROVISIONS
7.1 Payment of Expenses. Each party hereto shall pay its own expenses
incident to preparing for entering into and carrying out this Transaction
Agreement and the consummation of the transactions contemplated hereby, whether
or not the Merger shall be consummated, except that the filing fees with respect
to the Proxy Statement, and the S-4 shall be paid by Schlumberger.
7.2 Nonsurvival of Representations, Warranties and Agreements. None of
the representations, warranties and agreements in this Transaction Agreement or
in any instrument delivered pursuant to this Transaction Agreement shall survive
the Effective Time and any liability for breach or violation thereof shall
terminate absolutely and be of no further force and effect at and as of the
Effective Time, except for the agreements contained in Section 6.2 and this
Article VI and the representations, covenants and agreements contained in
Section 4.7. The Confidentiality Agreements shall survive the execution and
delivery of this Transaction Agreement, and the provisions of the
Confidentiality Agreements shall apply to all information and material delivered
hereunder.
7.3 Notices. Any notice or communication required or permitted hereunder
shall be in writing and either delivered personally, telegraphed or telecopied
or sent by certified or registered
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mail, postage prepaid, and shall be deemed to be given, dated and received when
so delivered personally, telegraphed or telecopied or, if mailed, five business
days after the date of mailing to the following address or telecopy number, or
to such other address or addresses as such person may subsequently designate by
notice given hereunder:
(a) if to Schlumberger, to:
Schlumberger Limited
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and (b) if to Camco, to:
Camco International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Fulbright & ▇▇▇▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
7.4 Interpretation. When a reference is made in this Transaction
Agreement to Sections, such reference shall be to a Section of this Transaction
Agreement unless otherwise indicated. The table of contents, glossary of
defined terms and headings contained in this Transaction Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Transaction Agreement. Whenever the word "include",
"includes" or "including" is used in this Transaction Agreement, it shall be
deemed to be followed by the words "without limitation." The
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phrase "made available" in this Transaction Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.
7.5 Counterparts. This Transaction Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
7.6 Entire Agreement; No Third-Party Beneficiaries. This Transaction
Agreement (together with the Confidentiality Agreements, the Merger Agreement
and any other documents and instruments referred to herein) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereto
and is not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
7.7 Governing Law. This Transaction Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
7.8 No Remedy in Certain Circumstances. Each party agrees that, should
any court or other competent authority hold any provision of this Transaction
Agreement or part hereof to be null, void or unenforceable, or order any party
to take any action inconsistent herewith or not to take an action consistent
herewith or required hereby, the validity, legality and enforceability of the
remaining provisions and obligations contained or set forth herein shall not in
any way be affected or impaired thereby, unless the foregoing inconsistent
action or the failure to take an action constitutes a material breach of this
Transaction Agreement or makes this Transaction Agreement impossible to perform,
in which case this Transaction Agreement shall terminate pursuant to Article VI
hereof. Except as otherwise contemplated by this Transaction Agreement, to the
extent that a party hereto took an action inconsistent herewith or failed to
take action consistent herewith or required hereby pursuant to an order or
judgment of a court or other competent authority, such party shall not incur any
liability or obligation unless such party breached its obligations under Section
4.1 hereof or did not in good faith seek to resist or object to the imposition
or entering of such order or judgment.
7.9 Assignment. Neither this Transaction Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence, this
Transaction Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
7.10 Enforcement of the Agreement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Transaction
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the
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parties shall be entitled to an injunction or injunctions to prevent breaches of
this Transaction Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States located in the State of Delaware or in
the Chancery Court of the State of Delaware, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto (a) consents to submit itself to the personal jurisdiction of any
Federal or state court sitting in Wilmington, Delaware in the event any dispute
between the parties hereto arises out of this Agreement solely in connection
with such a suit between the parties, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court and (c) agrees that it will not bring any action relating to
this Agreement in any court other than a Federal or state court sitting in
Wilmington, Delaware.
IN WITNESS WHEREOF, each party has caused this Transaction Agreement to be
signed by its respective officers thereunto duly authorized, all as of the date
first written above.
SCHLUMBERGER LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice Chairman
CAMCO INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer