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Published on 8/12/2008 in the Prospect News Special Situations Daily.

Smith International's exchange offer for W-H Energy clears waiting period hurdle

By Lisa Kerner

Charlotte, N.C., Aug. 12 - The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in Smith International, Inc.'s previously announced exchange offer to acquire all of the outstanding shares of W-H Energy Services, Inc.

According to a joint company news release, the exchange offer will expire at midnight ET on Aug. 18.

The offer originally was scheduled to end at midnight ET on July 22 and had been extended to Aug. 4 and Aug. 8.

It was previously reported that W-H Energy agreed to be acquired by Smith in a cash and stock deal valued at about $3.2 billion, or $93.55 per share.

Under the companies' definitive merger agreement, W-H Energy shareholders will receive $56.10 per share and 0.48 of a Smith common share for each W-H Energy share they hold, according to a prior news release.

Alternatively, W-H holders can elect to receive either $93.55 in cash or 1.199 shares of Smith stock.

W-H Energy is a diversified oilfield service company. Smith supplies products and services to the oil and gas exploration and production industry. The companies are located in Houston.


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