Investigation Overview
November 20, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Baker Hughes Incorporated (NYSE:BHI), was announced concerning whether the takeover of Baker Hughes Incorporated by Halliburton Company for a value of approximately $78.62 per share is unfair to NYSE:BHI stockholders.
The investigation by a law firm concerns whether certain officers and directors of Baker Hughes Incorporated breached their fiduciary duties owed to NYSE:BHI investors in connection with the proposed acquisition.
On November 17, 2014, Halliburton Company (NYSE:HAL) and Baker Hughes Incorporated (NYSE:BHI ) announced an agreement under which Halliburton will acquire all the outstanding shares of Baker Hughes in a stock and cash transaction. The transaction is valued at $78.62 per Baker Hughes share, representing an equity value of $34.6 billion and enterprise value of $38.0 billion, based on Halliburtons closing price on November 12, 2014, the day prior to public confirmation by Baker Hughes that it was in talks with Halliburton regarding a transaction.
However, given that at least one analyst has set the high target price for NYSE:BHI shares at $92.00 per share, the investigation concerns whether the offer is unfair to NYSE:BHI stockholders. More specifically, the investigation concerns whether the Baker Hughes Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Baker Hughes Incorporated (NYSE:BHI) reported that its annual Total Revenue rose from over $19.83 billion in 2011 to over $22.36 billion in 2013 and that its respective Net Income declined from over $1.73 billion in 2011 to over $1.09 billion in 2013. On April 17, 2014, Baker Hughes Incorporated announced its first quarter 2014 results. Among other things, Baker Hughes Incorporated reported that its first quarter Revenue rose from over $5.23 billion in 2013 to over $5.73 billion in 2014 and that its first quarter Net Income increased from $267 million in 2013 to $328 million in 2014. On July 17, 2014, Baker Hughes reported its second quarter financial results. Baker Hughes Incorporated announced that its second quarter Revenue rose from over $5.48 million in 2013 to over $5.93 billion in 2014 and that its second quarter Net Income increased from $240 million in 2013 to $353 million in 2014.
Shares of Baker Hughes Incorporated (NYSE:BHI) grew from $39.93 per share in late 2013 to as high as $75.06 per share in early July 2014.