Baker Hughes 2015 Annual Report Download - page 25

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employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to
remain with the combined company following the Merger.
The ability of Baker Hughes and Halliburton to complete the Merger is subject to various closing conditions,
including the receipt of consents and approvals from governmental authorities, which may impose conditions that
could adversely affect Baker Hughes or cause the Merger to be abandoned.
Each of Baker Hughes and Halliburton must make certain filings with and obtain certain other approvals and
consents from various federal and state governmental and regulatory authorities.
Baker Hughes and Halliburton have not yet obtained the regulatory clearances, consents and approvals
required to complete the Merger. Governmental or regulatory agencies could seek to block or challenge the Merger
or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the
Merger. Baker Hughes and Halliburton will be unable to complete the Merger until approvals are received from the
U.S. Department of Justice, the European Commission and various other governmental authorities. Regulatory
authorities may impose certain requirements or obligations as conditions for their approval. The Merger Agreement
may require Baker Hughes and/or Halliburton to accept conditions from these regulators that could adversely
impact the combined company. If review by the relevant competition authorities extends beyond April 30, 2016, the
Merger Agreement does not terminate automatically; the parties may continue to seek relevant competition
approvals or either of the parties may terminate the Merger Agreement.
Additionally, even after the statutory waiting period under the antitrust laws and even after completion of the
Merger, governmental authorities could seek to block or challenge the Merger as they deem necessary or desirable
in the public interest. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a
private action under the antitrust laws challenging or seeking to enjoin the Merger, before or after it is completed.
Baker Hughes or Halliburton may not prevail and may incur significant costs in defending or settling any action
under the antitrust laws.
Failure to complete our Merger with Halliburton could negatively affect our stock price and our future business and
financial results.
If our Merger with Halliburton is not completed, our ongoing business may be adversely affected and will be
subject to several risks, including the following:
• the attention of our management may have been diverted to the Merger instead of on our operations and
pursuit of other opportunities that may have been beneficial to us;
• resulting negative customer perception could adversely affect our ability to compete for, or to win, new and
renewal business in the marketplace;
• having to pay certain significant costs relating to the Merger without receiving the benefits of the Merger;
• the trading price of Baker Hughes common stock may decline to the extent that the current trading price
reflects a market assumption that the Merger will be completed; and
• the Company could be subject to litigation from shareholders related to the Merger Agreement.
Following our Merger with Halliburton, the combined company may encounter difficulties in integrating the
businesses of Baker Hughes and Halliburton and realizing the anticipated benefits of the Merger.
The Merger involves the combination of two companies that currently operate as independent public
companies. The combined company will be required to devote management attention and resources to integrating
its business practices and operations, and prior to the Merger, management attention and resources will be required
to plan for such integration. Potential difficulties the combined company may encounter in the integration process
include the following:
• the inability to successfully integrate the respective businesses of Baker Hughes and Halliburton in a
manner that permits the combined company to achieve the cost savings and operating synergies
anticipated to result from the Merger, which could result in the anticipated benefits of the Merger not being
realized partly or wholly in the time frame currently anticipated or at all;