Schlumberger Limited (NYSE:SLB) entered into a definitive agreement to acquire ChampionX Corporation (NasdaqGS:CHX) for $7.9 billion on April 2, 2024. Under the terms of the agreement, ChampionX shareholders will receive 0.735 shares of SLB common stock in exchange for each ChampionX share in an all-stock transaction. The agreement places a value of $40.59 per ChampionX share. At the effective time, each outstanding in-the-money ChampionX stock appreciation right (SAR) will be converted into the right to receive cash based on the spread value of such ChampionX SAR multiplied by the Exchange Ratio; each ChampionX stock option will convert into an option to acquire shares of SLB common stock based on the Exchange Ratio; each ChampionX restricted stock unit award will convert into an SLB restricted stock unit award based on the Exchange Ratio; each ChampionX performance share award will convert into an SLB restricted stock unit award based on the Exchange Ratio; and each ChampionX deferred stock unit award will convert into the right to receive shares of SLB common stock based on the Exchange Ratio. At the closing of the transaction ChampionX shareholders will own approximately 9% of SLB?s outstanding shares of common stock. ChampionX employees will become part of SLB. Upon termination of the merger agreement under specified circumstances, ChampionX would be required to pay SLB a termination fee of $265.4 million and SLB would be required to pay ChampionX a termination fee of $326.6 million.

The transaction is subject to ChampionX shareholders? approval, receipt of certain regulatory approvals, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of CFIUS approval, if required or warranted, effectiveness of a registration statement on Form S-4 that will be filed by SLB, approval of the listing of the merger shares on the New York Stock Exchange, receipt of all clearances, consents and approvals under the Specified Regulatory Filings, and other customary closing conditions. The agreement was unanimously approved by the ChampionX board of directors and has also been approved by the board of directors of SLB. As of June 18, 2024, the transaction has been approved by the shareholders of ChampionX. It is anticipated that the closing of the transaction will occur before the end of 2024. As of July 2, 2024, SLB currently expects the transaction to close in the fourth quarter of 2024 or the first quarter of 2025. SLB expects to realize annual pretax synergies of approximately $400 million within the first three years post-closing through revenue growth and cost savings. The transaction is expected to be accretive to free cash flow per share in 2025 and to earnings per share in 2026. As of July 2, 2024, SLB and ChampionX have each received a request for additional information (second request) from the United States Department of Justice (DoJ) in connection with the DoJ?s review of SLB?s acquisition of ChampionX. On February 25, 2025, all applicable waiting periods under the U.S. Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 have expired, and SLB is legally permitted to close the ChampionX transaction in the United States. As of March 27, 2025, United Kingdom Competition and Markets Authority (CMA) has declined to unconditionally clear SLB?s planned acquisition of ChampionX during the CMA?s Phase 1 review period, stating that merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom, and unless the parties offer an acceptable undertaking to address these competition concerns until April 3, 2025, this merger will be referred for an in-depth, phase 2 investigation. SLB now expects the transaction should close in the second or early third-quarter of 2025. As on April 10, 2025, The CMA has until 11 June 2025 to decide whether to accept the undertakings, with the possibility to extend this timeframe to 8 August 2025 if it considers there are special reasons for doing so. As on June 20, 2025, the CMA is inviting interested parties to make their views known. The deadline for responses is 4 July 2025. As of July 15, 2025, the U.K. Competition and Markets Authority approved the transaction. The transaction is now expected to complete on July 16, 2025.

Adam Di Vincenzo, Fiona Schaeffer and Dan Rosenthal of Milbank LLP represented SLB in the transaction as antitrust counsel while John Beahn also advising SLB on CFIUS matters. Michael Aiello, Amanda Fenster, Claudia Lai, Jeffrey Perry, Megan Granger (London), Regina Readling, Paul Wessel, Devon Bodoh, Dennis Adams, Olivia Greer, Vynessa Nemunaitis, Veronica Bonhamgregory, Rebecca Sivitz, Annemargaret Connolly, Shawn Cooley,Timothy Welch, Matthew Morton, Catherine Minji Kim and Nathan Cunningham of Weil, Gotshal & Manges LLP acted as legal advisors to ChampionX. Ryan Maierson, Christopher Drewry, Thomas Verity, Nicholas DeNovio, David Raab, Michelle Carpenter, Nikhil Kumar, Amanda Reeves, Jason Cruise, Tomas Nilsson, Philipp Studt, Jeffrey Tochner, Colleen Smith, Catherine Ozdogan, Joshua Marnitz, Allison In, Damara Chambers, Ruchi Gill, Eric Volkman, Robert Blamires, and Jeffrey Anderson of Latham & Watkins LLP acted as legal advisors to SLB. Centerview Partners LLC acted as financial advisor and fairness opinion provider to ChampionX Corporation. ChampionX has agreed to pay Centerview an aggregate fee of approximately $48 million, $5 million of which was payable upon delivery of its opinion. ChampionX has retained D.F. King to assist in the solicitation process for a fee of approximately $15,000. Computershare Trust Company, National Association is the transfer agent for shares of SLB.

Schlumberger Limited (NYSE:SLB) completed the acquisition of ChampionX Corporation (NasdaqGS:CHX) on July 16, 2025. PricewaterhouseCoopers LLP acted as accountant to Schlumberger Limited.