The company said it entered into a merger agreement on April 2, 2024 to acquire ChampionX in an all-stock transaction. Each ChampionX common share will be exchanged for 0.735 SLB common shares, and ChampionX shareholders will own about 9% of SLB's outstanding shares upon closing.

1. 01

   The company said it entered into a merger agreement on April 2, 2024 to acquire ChampionX in an all-stock transaction. Each ChampionX common share will be exchanged for 0.735 SLB common shares, and ChampionX shareholders will own about 9% of SLB's outstanding shares upon closing.

2. 02

   SLB said closing requires approval by ChampionX shareholders, regulatory approvals including expiration of the HSR Act waiting period, effectiveness of a Form S-4 registration statement, and approval for listing on the New York Stock Exchange. The agreement can be terminated by either party if the merger has not closed by April 2, 2025, but that deadline is automatically extended to October 2, 2025 if certain conditions are unmet.

3. 03

   The company said ChampionX would pay SLB a termination fee of $265.4 million in certain circumstances, and SLB would pay ChampionX a termination fee of $326.6 million, including for regulatory reasons.

4. 04

   The company said it expects to achieve annual pre-tax synergies of about $400 million within 3 years after closing. It also said it set a shareholder return target of $3 billion for 2024 and a target of $4 billion for 2025.

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Original filing

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