Smith International, Inc. (“Smith”)
(NYSE:SII) and W-H Energy Services, Inc. (“W-H”)
(NYSE:WHQ) today announced that Smith has commenced an exchange offer (“Offer”)
for all of the outstanding shares of W-H common stock pursuant to their
previously announced definitive merger agreement dated June 3, 2008.
Subject to the terms and conditions of the Offer, W-H shareholders who
validly tender their shares may elect to receive $56.10 in cash and 0.48
shares of Smith common stock for each share of W-H common stock they
tender in the exchange offer. Alternatively, W-H holders who validly
tender their shares may elect to receive either (i) $93.55 in cash or
(ii) 1.1990 shares of Smith stock, with holders making either of these
elections subject to proration as described in the Offer documents.
The exchange offer is scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, July 22, 2008, unless extended. The terms and
conditions of the Offer are described in the exchange offer documents,
which will be mailed to W-H shareholders and filed with the Securities
and Exchange Commission (“SEC”).
Consummation of the transaction is subject to customary conditions.
Smith today will file with the SEC a tender offer statement on
Schedule TO setting forth in detail the terms of the Offer. W-H today
will file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things, the
recommendation of W-H’s board of directors
that W-H’s shareholders tender their shares
pursuant to the offer to exchange. As previously announced, W-H’s
board of directors unanimously recommended that the holders of the
Shares accept the Offer and tender their shares pursuant to the Offer.
Smith International, Inc. is a leading supplier of premium products and
services to the oil and gas exploration and production industry through
its four principal business units – M-I
SWACO, Smith Technologies, Smith Services and Wilson.
W-H Energy is a diversified oilfield service company that provides
products and services used in connection with the drilling and
completion of oil and natural gas wells and the production of oil and
natural gas.
