defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §240.14a-12
Boots & Coots, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing. |
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FOR IMMEDIATE RELEASE
Investor Contact: Jennifer Tweeton
281-931-8884
jtweeton@boots-coots.com
BOOTS & COOTS TO HOLD SPECIAL STOCKHOLDERS MEETING ON SEPTEMBER
15 TO VOTE ON THE PROPOSED MERGER WITH HALLIBURTON
HOUSTON, August 11, 2010 Boots & Coots, Inc. (NYSE: WEL), announced today that a Special Meeting
of Stockholders will be held Wednesday, September 15, 2010 at 9:00 a.m. Central Time at the Hilton
Garden Inn Houston Northwest, 7979 Willow Chase Boulevard, Houston, Texas 77070. Stockholders will
be asked to consider and vote on, among other items, the adoption of the proposed merger agreement
with Halliburton, previously announced on April 9, 2010, pursuant to which Halliburton will acquire
all of the outstanding stock of Boots & Coots in a stock and cash transaction. Stockholders of
record as of the close of business on July 23, 2010 will be provided notice and proxy materials and
Election Forms/Letters of Transmittal, and will be entitled to vote at the special meeting.
Under the merger agreement, Boots & Coots stockholders will receive $3.00 per share for each share
of Boots & Coots common stock they hold, comprised of $1.73 in cash and $1.27 in Halliburton common
stock, subject to election and proration features and an exchange ratio based on Halliburtons
five-day average share price prior to closing as further described in the merger agreement. The
transaction is expected to close as soon as practical after the Special Stockholders Meeting.
The Boards of Directors of both companies have approved the merger agreement, and the Board of
Directors of Boots & Coots has recommended approval of the transaction to its stockholders.
About Boots & Coots
Boots & Coots, Inc., with its headquarters in Houston, Texas, provides a suite of integrated
pressure control services to onshore and offshore oil and gas exploration companies around the
world. Boots & Coots products and services include well intervention services designed to enhance
production for oil and gas operators. These services consist primarily of hydraulic workover and
snubbing services. Boots & Coots equipment services segment provides high pressure, high
temperature rental tools. The companys pressure control services are designed to reduce the number
and severity of critical events such as oil and gas well fires, blowouts or other incidences due to
loss of control at the well. This segment
consists primarily of the companys Safeguard prevention
and emergency response services. Additional information can be found at www.boots-coots.com.
Additional Information
In connection with the proposed merger, Halliburton and Boots & Coots have filed materials relating
to the transaction with the SEC, including a registration statement of Halliburton, which includes
a prospectus of Halliburton and a proxy statement of Boots & Coots, and intend to file additional
materials relating to the transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE REGISTRATION STATEMENT, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY ARE AVAILABLE, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT HALLIBURTON, BOOTS & COOTS AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the registration statement, and the
definitive proxy statement/prospectus when it is available, as well as other documents containing
information about Halliburton and Boots & Coots, without charge, at the SECs web site at
www.sec.gov. Copies of Halliburtons SEC filings may also be obtained for free by directing a
request to investors@halliburton.com. Copies of the Boots & Coots SEC filings may also be
obtained for free by directing a request to investorrelations@boots-coots.com.
Participants in Solicitation
Halliburton and Boots & Coots and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Boots & Coots stockholders in respect of
the merger. Information about these persons can be found in Halliburtons proxy statement relating
to its 2010 Annual Meeting of Stockholders, as filed with the SEC on April 5, 2010, Boots & Coots
Annual Report on Form 10-K/A, as filed with the SEC on April 30, 2010, and Boots & Coots Current
Report on Form 8-K, as filed with the SEC on March 5, 2010. These documents can be obtained free
of charge from the sources indicated above. Additional information about the interests of such
persons in the solicitation of proxies in respect of the merger is included in the registration
statement and will be included in the definitive proxy statement/prospectus to be filed with the
SEC in connection with the proposed transaction.
Forward-Looking Statements
Certain statements included in this news release are intended as forward-looking statements under
the Private Securities Litigation Reform Act of 1995. All statements included in this press release
that address activities, events or developments that Boots & Coots expects, believes or anticipates
will or may occur in the future are forward-looking statements. These statements are based on our
current expectations and projections about future events and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results and performance to be materially
different from any future results or performance expressed or implied by these forward-looking
statements. Forward-looking statements include, but are not limited to, statements regarding the
proposed merger and whether and when the merger will be completed. More information about the
risks and uncertainties relating to these forward-looking statements is found in Boots & Coots SEC
filings, which are available free of charge on the SECs web site at www.sec.gov.
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