Schlumberger Responds to ''Mini-Tender'' Offer by TRC Corporation
06 Abril 2007 - 1:26PM
Business Wire
Schlumberger Limited (NYSE:SLB) announced today that it has been
notified of an unsolicited �mini- tender� offer by TRC Capital
Corporation to purchase up to 1,500,000 shares of Schlumberger
common stock, representing approximately 0.13 percent of
Schlumberger outstanding shares. TRC Capital�s offer price of
$67.75 represents, as TRC�s own offer document acknowledges, a 4.51
percent discount to the closing price of Schlumberger stock on
April 3, 2007 ($70.95), the day prior to the date of the offer, and
a 5.69 percent discount to yesterday�s closing price of $71.84.
Schlumberger would like to inform its shareholders that it does not
recommend or endorse this offer and that the company is in no way
associated with TRC Capital Corporation. Schlumberger cautions its
shareholders that mini-tender offers such as this one avoid many of
the investor protections afforded for larger tender offers,
including the filing of disclosure and other tender offer documents
with the Securities and Exchange Commission (SEC) and other
procedures required by United States securities laws. Schlumberger
is in no way associated with TRC Capital Corporation, its
mini-tender offer or the offer documentation. Schlumberger strongly
urges shareholders to obtain current market quotations for their
shares of Schlumberger common stock, to consult with their
financial advisors and to exercise caution with respect to TRC
Capital�s offer. Shareholders who may already have tendered their
shares may withdraw them by providing the written notice described
in the TRC Capital offering documents prior to the expiration of
the offer currently scheduled for 12:01 a.m., New York time, on
Friday, May 4, 2007. The SEC has issued an investor alert regarding
these mini-tender offers. The SEC has noted that, in making the
offers at below-market prices, bidders are �hoping that they will
catch investors off guard if the investors do not compare the offer
price to the current market price.� The SEC advisory may be found
at www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities
Administrators have also issued an advisory entitled �Mini-Tender
Offers: Watch Out For Mini-Tender Offers Below Market Price!�,
which may be found at
www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
Schlumberger refers broker/dealers and other market participants in
the dissemination of TRC Capital�s offer to the SEC�s
recommendations to broker/dealers in these circumstances, which can
be found at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to
Information Memo Number 01-27 issued by the New York Stock Exchange
on Sept. 28, 2001, regarding the dissemination of mini-tender offer
materials, which can be found under the �Market Professional -
Information Memos� tab on the NYSE website at www.nyse.com. About
Schlumberger Schlumberger is the world�s leading oilfield services
company supplying technology, information solutions and integrated
project management that optimize reservoir performance for
customers working in the oil and gas industry. The company employs
more than 70,000 people of over 140 nationalities working in
approximately 80 countries. Schlumberger supplies a wide range of
products and services from seismic acquisition and processing;
formation evaluation; well testing and directional drilling to well
cementing and stimulation; artificial lift and well completions;
and consulting, software and information management. In 2006,
Schlumberger operating revenue was $19.23 billion. For more
information, visit www.SLB.com.
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