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Published on 8/19/2008 in the Prospect News Special Situations Daily.

Smith accepts more than 27.9 million shares of W-H Energy

By Lisa Kerner

Charlotte, N.C., Aug. 19 - Smith International, Inc. said 27,922,720 shares of W-H Energy Services, Inc. were tendered and not withdrawn in Smith's offer for the outstanding common shares of W-H Energy that ended Aug. 18.

The results are preliminary, according to a Smith news release.

Additional shares were guaranteed to be delivered within the next three days which, if added to the tendered shares, would represent more than 90% of the total outstanding shares of W-H, the release noted.

Smith accepted for payment all shares that were validly tendered and expects to announce the results of any proration by Aug. 22.

According to Smith, it will acquire all of the remaining outstanding W-H Energy shares by means of a short-form merger.

Once the merger is completed, the remaining outstanding shares of W-H Energy common stock will be converted into the right to receive $56.10 in cash, without interest, and 0.48 shares of Smith common stock.

W-H Energy will become a wholly owned subsidiary of Smith and will cease trading on the New York Stock Exchange.

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 Energy holders can elect to receive either $93.55 in cash or 1.199 shares of Smith stock.

The offer originally was scheduled to end at midnight ET on July 22 and had been extended to Aug. 4, Aug. 8 and Aug. 18.

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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