Smith International gets tenders for 94% of W-H Energy's shares in exchange offer

By Lisa Kerner

Charlotte, N.C., Aug. 22 - Smith International, Inc. said final results show 30,370,518, or 94%, of the outstanding shares of W-H Energy Services, Inc. were tendered in the exchange offer that ended Aug. 18.

According to Smith:

• Holders of 15,960,235 W-H shares elected to receive mixed consideration of $56.10 per share in cash and 0.4800 of a share of Smith common stock;

• Holders of 464,348 W-H shares elected to receive all-stock consideration of 1.1990 shares of Smith common stock per W-H share; and

• Holders of 13,945,935 W-H shares elected to receive all-cash consideration. Because these shares are subject to a fixed proration factor of 0.4841, holders will receive $45.29 cash plus 0.6186 of a share of Smith common stock.

Smith noted it will effect a short-form merger of a wholly owned Smith subsidiary into W-H.

All W-H shares not tendered will be converted into the right to receive $56.10 per share in cash and 0.4800 of a share of Smith common stock, the release stated. Cash will be paid in lieu of fractional shares of Smith stock.

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.

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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