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Published on 6/3/2008 in the Prospect News Special Situations Daily.

Smith International to acquire W-H Energy in $3.2 billion cash, stock deal

By Lisa Kerner

Charlotte, N.C., June 3 - W-H Energy Services, Inc. agreed to be acquired by Smith International, Inc. in a cash and stock deal valued at approximately $3.2 billion, or some $93.55 per share, it was announced on Tuesday.

Under the companies' definitive merger agreement, W-H Energy shareholders will receive $56.10 per share and 0.48 Smith common shares for each W-H Energy share they hold.

Smith is expected to issue some 15.5 million new shares to W-H Energy equity holders.

The strategic combination will provide Smith with entry into directional drilling services, one of the oilfield service industry's fastest-growing markets, a W-H Energy news release said.

Following the merger's close, expected in the third quarter of 2008, Smith stockholders will own 93% of the combined company, with W-H Energy shareholders owning the remaining 7%.

J.P. Morgan Securities, Inc. provided a fairness opinion to Smith, while UBS Investment Bank advised W-H Energy.

W-H Energy is a diversified oilfield service company located in Houston.

Smith, also based in Houston, supplies products and services to the oil and gas exploration and production industry.

Acquirer:Smith International, Inc.
Target:W-H Energy Services, Inc.
Announcement date:June 3
Transaction total:$3.2 billion
Price per share:$56.10 cash and 0.48 Smith shares
Expected closing:Third quarter of 2008
Stock price for acquirer:NYSE: SII: $78.02 on June 2
Stock price of target:NYSE: WHQ: $85.54 on June 2

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