Smith International (SII) fell in pre-market trading, after the company revealed the results of W-H Energy exchange offer and plans to merge with W-H.
The stock was down $1.67 just after 8:55 am ET, dropping to $72.00. If pre-market losses hold, the stock will open at its lowest level since Wednesday.
The company said the exchange agent reported a final count of 30.37 million shares of W-H common stock tendered, reflecting approximately 94 percent of the shares outstanding as of the expiration time. The 15.96 million shares tendered for which mixed consideration elections were made would not be not subject to proration.
The company said the shareholders, who tendered their shares, would receive $56.10 per share in cash and 0.4800 of a share of Smith common stock.
In addition, the 464,348 shares tendered for which all-stock consideration elections were made would also not be subjected to proration and would receive 1.1990 shares of Smith common stock per W-H share.
The 13.95 million W-H shares tendered for which all-cash consideration elections were made would be subject to a fixed proration factor of 0.4841. As a result, W-H shareholders who elected the all-cash consideration would receive $45.29 cash plus 0.6186 of a share of Smith common stock in exchange.
The oil and natural gas industry's service provider said it intended to promptly effect a short-form merger of a wholly-owned Smith subsidiary into W-H pursuant to which all W-H shares not tendered would be converted into the right to receive $56.10 per share in cash and 0.4800 of a share of Smith common stock. Under the terms of the transaction, cash would be paid in lieu of fractional shares of Smith stock.
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