For each share of Halliburton common stock that is validly tendered pursuant to the exchange offer and accepted by Halliburton, Halliburton will deliver 1.5905 shares of KBR common stock to or at the direction of such tendering holder. Because the exchange offer may be subject to proration, the number of shares that Halliburton accepts in the exchange offer may be less than the number of shares validly tendered by stockholders.
The final calculated per-share value of Halliburton common stock and the final calculated per-share value of KBR common stock, in each case determined in the manner described in the exchange offer prospectus, would have resulted in an exchange ratio of more than the maximum exchange ratio of 1.5905. Accordingly, the final exchange ratio has been set at the maximum exchange ratio, as provided by the terms of the exchange offer.
Because the maximum exchange ratio is in effect, the exchange offer has been extended to 12:00 midnight, New York City time, on Monday, April 2, 2007, as provided by the terms of the exchange offer. Accordingly, Halliburton stockholders may tender or withdraw their shares of Halliburton common stock until that time by following the procedures described in the exchange offer prospectus and related letter of transmittal. As of 12:00 midnight, New York City time, on March 28, 2007, approximately 54.3 million shares of Halliburton common stock had been tendered for exchange, which, based on the final exchange ratio, would be exchangeable for approximately 63.6% of the KBR common stock offered by Halliburton. Halliburton does not expect to extend the exchange offer past 12:00 midnight, New York City time, on Monday, April 2, 2007. As previously disclosed, subject to board approval, Halliburton intends to distribute any shares of KBR common stock it owns following completion of the exchange offer to Halliburton's stockholders by means of a special pro rata dividend distribution.
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are serving as the dealer managers for the exchange offer.
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