Smith International, Inc. has announced the successful completion of the tender offer for the outstanding common shares of W-H Energy Services, Inc. The exchange offer expired at 12:00 midnight, Eastern time, on August 18, 2008.
Based on a preliminary count by the exchange agent for the offer, 27,922,720 shares of W-H common stock were tendered and not withdrawn as of the expiration time. Additional shares were guaranteed to be delivered within the next three days which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of W-H. The Company’s wholly-owned subsidiary has accepted, for payment and exchange, all shares that were validly tendered in accordance with the terms of the offer. Smith expects to announce the results of any proration of the exchange offer consideration by August 22, 2008, with settlement occurring no later than August 25, 2008.
Smith intends to acquire all of the remaining outstanding W-H shares as soon as practicable by means of a short-form merger. Upon completion of the merger, the remaining outstanding shares of W-H common stock will be converted into the right to receive $56.10 in cash, without interest, and 0.48 shares of Smith common stock. At closing, W-H will become a wholly-owned subsidiary of Smith and will no longer be traded on the New York Stock Exchange.
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