VWAP & Calculated Values Last Updated: 3/29/2007 4:30:00 PM New York City time
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Last Updated: 4/2/2007 12:00 midnight New York City time
The final exchange ratio is 1.5905.
The final exchange ratio is 1.5905 because the maximum exchange ratio (as described below) is in effect.
The exchange offer and withdrawal rights
expired
at 12:00 midnight, New York City time, on April 2, 2007.
Halliburton offered to exchange up to 135,627,000 shares of KBR common
stock in the aggregate for outstanding shares of Halliburton common
stock, as described in more detail in the
Prospectus-Offer to Exchange
for the exchange offer (the
"Prospectus–Offer to Exchange").
The exchange offer was designed to permit holders of Halliburton common stock to exchange their
shares for shares of KBR common stock at a 7.5% discount to the
calculated per-share value of KBR common stock,
subject to a maximum limit of 1.5905 shares of KBR common stock for each share of Halliburton common stock (the
"maximum exchange ratio"),
as described in the
Prospectus–Offer to Exchange.
Stated another way, for each $1.00 of Halliburton common stock accepted
in the exchange offer, the terms were designed so that the tendering
holder would receive approximately $1.08 of KBR common stock, based on
calculated per-share values, subject to the maximum exchange ratio.
The per-share value of Halliburton common stock and the per-share value of KBR common stock used for purposes of
calculating the final exchange ratio equals the arithmetic average of the daily volume-weighted average price
("
daily VWAP")
for Halliburton
common stock or KBR common stock, as applicable, for March 27, 2007, March 28, 2007 and March 29, 2007
(the "
valuation dates").
Stated another way, the final calculated per-share value for each stock
was calculated by adding the daily VWAP of the applicable stock for
each of the valuation dates and then calculating the average by
dividing the resulting total by three.
The
maximum exchange ratio is in effect because the final calculated
per-share values of Halliburton common stock and KBR common stock would
have resulted in an exchange ratio that is greater than the maximum
exchange ratio and, accordingly, the final exchange ratio has been
fixed at the maximum exchange ratio.
The maximum exchange ratio is in effect because the final calculated
per-share values of Halliburton common stock and KBR common stock would
have resulted in an exchange ratio that is greater than the maximum
exchange ratio and, accordingly, the final exchange ratio has been
fixed at the maximum exchange ratio.
If the exchange offer is oversubscribed and Halliburton cannot accept
all tenders of Halliburton common stock at the final exchange ratio, then all
shares of Halliburton common stock that are validly tendered will
generally be accepted for exchange on a pro rata basis in proportion to
the number of shares tendered. We refer to this as "proration."
Stockholders who beneficially own "odd-lots" (that is, less than 100
shares of Halliburton common stock) other than through custodial
accounts with Computershare or HBOS Employee Equity Solutions and who
validly tender all their shares will not be subject to proration if
they so request. Proration for each tendering stockholder will be based
on the number of shares of Halliburton common stock tendered by that
stockholder in the exchange offer, and not on that stockholder’s
aggregate ownership of Halliburton common stock.
The information on this website is being provided solely in
connection with the exchange offer and should not be used for any other
purpose. You should refer to the
Prospectus–Offer to Exchange for additional information about the exchange offer.
Copies of the
Prospectus–Offer to Exchange, the form of
letter of
transmittal, the form of
notice of withdrawal and the
form of
notice of guaranteed delivery
are available through the links at the top of this page
or by clicking on the terms where they appear on this website
underlined and in blue. Further information regarding terms used on
this website that are underlined and in blue is provided in the
glossary below, reachable by clicking on those terms.
The following formula was used to calculate the number of shares of KBR
common stock that each tendering stockholder will receive for shares of
Halliburton common stock that are validly tendered and accepted in the
exchange offer.
Number of shares of
KBR common stock |
= |
Number of shares
of
Halliburton common stock validly
tendered and accepted |
X |
the lesser of: |
|