M&A - ChampionX Corp

Form Type: 425

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525077972

Filing Summary: On April 10, 2025, Schlumberger N.V. (SLB) provided an update regarding the planned acquisition of ChampionX Corporation. The United Kingdom Competition and Markets Authority (CMA) has agreed to consider SLB's proposed actions to address concerns around the acquisition as part of the CMA's Phase 1 review. Proposed actions include the divestiture of the ChampionX U.S. Synthetic business and SLB's production chemicals business in the UK, along with commercial remedies related to the Quartzdyne business. SLB aims to collaborate with regulators for an anticipated closing in Q2 or early Q3. The definitive agreement for SLB to acquire ChampionX was announced in April 2024, aiming for synergies and enhanced customer value through combined expertise and digital integration.

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Form Type: 425

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525065534

Filing Summary: On March 27, 2025, SLB announced that the United Kingdom Competition and Markets Authority (CMA) has not unconditionally cleared its planned acquisition of ChampionX during the Phase 1 review period. SLB emphasized its commitment to collaborate with the CMA to resolve any concerns and expressed confidence that the transaction will ultimately be approved for closing. The expected closing timeframe has been adjusted to the second or early third quarter of 2025. The acquisition, initially announced in April 2024, aims to leverage the combined expertise and resources of both companies to enhance value creation for customers through improved equipment life and production optimization.

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Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525035322

Filing Summary: On February 25, 2025, ChampionX Corporation entered into an Equity Purchase Agreement with USS HardTech, LLC and Schlumberger Limited, facilitating the divestiture of its subsidiary US Synthetic Corporation as part of a proposed acquisition by Schlumberger. The agreement outlines a cash consideration of approximately $300 million, subject to adjustments, for the USS Divestiture. The completion of the transaction is contingent upon standard closing conditions such as legal clearances and the closing of the overarching Merger Agreement previously established on April 2, 2024. The Purchase Agreement allows for termination under specific conditions and highlights potential fees that ChampionX may incur if terminated under defined circumstances. ChampionX also issued a press release on the same day announcing the signing of this Purchase Agreement, which is intended to provide insight for shareholders regarding the terms of the transaction, but is not a definitive guide on the companies involved.

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Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525035169

Filing Summary: On February 25, 2025, SLB announced an update regarding its planned acquisition of ChampionX Corporation. All applicable waiting periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act have expired, permitting SLB to close the acquisition in the United States. SLB and ChampionX have reached a definitive agreement to sell ChampionX's equity interests in US Synthetic Corporation to a third-party buyer, while SLB retains its MegaDiamond business. The acquisition remains subject to antitrust review in various jurisdictions, including ongoing assessments in Norway. SLB anticipates the transaction closing by the end of the first quarter or early in the second quarter of 2025. The communication includes forward-looking statements on the transaction's benefits and timing, reflecting the companies' operational outlooks and associated risks from external economic factors.

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Form Type: 10-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000172308925000025

Filing Summary: ChampionX Corp is in the process of merging with Schlumberger Limited. This merger is intended to combine strengths in research and innovation, enhance product lines, and expand into new markets. The terms of the merger agreement include specific provisions regarding asset transfers, management structures, and operational integration. The merger aims to create a larger entity capable of providing more comprehensive services within the oilfield services sector. Financial projections post-merger indicate a significant increase in market share and potential revenue growth. The anticipated date of merger completion is set for 2024, and new operational strategies are being developed to ensure a smooth transition and integration.

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Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525008534

Filing Summary: Slumberger NV's earnings call discusses the proposed acquisition of ChampionX Corporation, including various details regarding financial performance and market outlook. The document outlines Slumberger's strong finish to 2024, highlighting $36.3 billion in revenue, a 10% year-over-year increase. It notes that the acquisition helps enhance their operational capabilities in production and recovery sectors. The company expects to close the ChampionX transaction before the end of Q1 2025, having received necessary regulatory approvals. The detailed financial report includes increased dividend returns and accelerated stock repurchases, demonstrating confidence in future cash flows and strategic positioning in the market.

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Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525008048

Filing Summary: On January 17, 2025, Schlumberger N.V. announced its fourth-quarter and full-year 2024 earnings, highlighting a robust financial performance despite market challenges. Revenue for the fourth quarter reached $9.28 billion, an increase of 1% sequentially and 3% year-on-year. The report indicated a decrease in GAAP EPS to $0.77, down 7% sequentially. Notably, Schlumberger's strategy included a significant acquisition of the Aker subsea business, contributing to a fourth-quarter revenue of $1.93 billion from this segment. The earnings report emphasized increased dividends and the initiation of $2.3 billion in accelerated share repurchases. Key achievements included a 3.6% increase in quarterly cash dividends and robust cash flows reaching $6.60 billion for the full year. The company underscored its focus on digital innovation and its strategic acquisition of ChampionX, aimed at bolstering production capabilities. Schlumberger reported strong international growth in revenue, specifically in the Middle East & Asia, which rose 18% year-over-year. The document indicates that Schlumberger's consistent performance and strategic maneuvers optimize its positioning in the evolving market landscape.

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Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525008381

Filing Summary: On January 17, 2025, Schlumberger N.V. filed an announcement in conjunction with its proposed acquisition of ChampionX Corporation. This filing elaborates on Schlumberger's strong financial performance in the fourth quarter and full year of 2024, highlighting robust revenue growth driven by various segments including their recent Aker Subsea acquisition. The company's adjusted EBITDA margin reached 25%, underscoring efficient operations. The announcement emphasizes ongoing engagements with regulatory authorities regarding the ChampionX acquisition, which has already received CIFIUS clearance. Schlumberger's strategy includes leveraging the strengths of both organizations to enhance shareholder value and expand market opportunities. Throughout the call, executives conveyed confidence in the company's diversified portfolio, shutting light on growth in digital services and low-carbon markets as essential contributors to future success. The anticipated completion of the ChampionX acquisition aims to coincide with the growing demands in the energy sector, allowing for enhanced services across Schlumberger’s operations. Overall, the document indicates a commitment to returning substantial value to shareholders and continues to underscore the strategic rationale for the acquisition of ChampionX.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524285362

Filing Summary: On April 2, 2024, ChampionX Corporation entered into a Merger Agreement with Schlumberger Limited and its subsidiaries, which will result in ChampionX being merged and surviving as an indirect wholly owned subsidiary of Schlumberger. On December 23, 2024, to address potential tax implications under Sections 280G and 4999 of the Internal Revenue Code due to the Merger, ChampionX entered into a Section 280G mitigation agreement with its Chief Financial Officer, Mr. Kenneth Fisher. This agreement modifies certain equity awards, allowing for the early settlement of 82,502 restricted stock units with the issuance of restricted common stock, while ensuring that vesting schedules remain intact. Additionally, the agreement accelerates the vesting of 43,795 performance shares expected to be earned based on performance as of December 31, 2024, which will also result in stock issuance net of withholding taxes. These changes are important in the context of ensuring compliance with tax regulations surrounding the merger transaction with Schlumberger.

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