Baker Hughes Recommends Stockholders Reject "Mini-Tender Offer" by TRC Capital Corporation

Baker Hughes Recommends Stockholders Reject "Mini-Tender Offer" by TRC Capital

PR Newswire

HOUSTON, April 23, 2013

HOUSTON, April 23, 2013 /PRNewswire/ --Baker Hughes Incorporated (NYSE: BHI)
received notification of an unsolicited "mini-tender" offer by TRC Capital
Corporation to purchase up to 2,500,000 shares, or approximately 0.56 percent,
of common stock of Baker Hughes at $42.00 per share. This offering price is
4.61 percent below the $44.03 per share closing price of Baker Hughes shares
on April 17, 2013, the day before the offer. In addition, TRC may terminate or
amend its offer if certain conditions occur, including any decrease in the
company's share price, and its offer is subject to the availability of
financing on terms satisfactory to TRC.

Baker Hughes recommends that stockholders who have not responded to the TRC
Capital offer take no action because it is at a price below the current market
price for Baker Hughes shares and is subject to numerous conditions. Baker
Hughes further recommends that stockholders who have already tendered shares
in TRC Capital's offer withdraw their shares by providing the written notice
described in the TRC Capital offering documents prior to the expiration of the
offer, currently scheduled for 12:01 a.m. New York City time on Friday, May
17, 2013.

TRC Capital has made many similar mini-tender offers for shares of other
companies. Mini-tender offers, such as this one, are third-party offers that
seek to acquire less than 5 percent of a company's outstanding shares. These
offers avoid many of the investor protections afforded for large tender
offers, including the filing of disclosure and other tender offer documents
with the U.S. Securities and Exchange Commission (SEC), and other procedures
required by U.S. securities laws.

The SEC has cautioned investors about these offers, noting that "some bidders
make mini-tender offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price to the
current market price." The SEC's Investor Tips regarding mini-tender offers
may be found on the SEC's website at:

Baker Hughes encourages stockbrokers and dealers, as well as other market
participants, to review the SEC and New York Stock Exchange recommendations on
the dissemination of mini-tender offers. These recommendations are available
at: and in
the information Memo Number 01-27 issued by the NYSE, which can be found under
the "Regulation – NYSE - Rules & Interpretations - Information Memos" tab at

Baker Hughes urges stockholders to obtain current market quotations for their
shares, review the conditions to the offer, and consult with their broker or
financial adviser. Baker Hughes is not associated with TRC Capital, this
mini-tender offer or the offer documentation.

About Baker Hughes

Baker Hughes is a leading supplier of oilfield services, products, technology
and systems to the worldwide oil and natural gas industry. The company's
58,000-plus employees today work in more than 80 countries helping customers
find, evaluate, drill, produce, transport and process hydrocarbon resources.
For more information on Baker Hughes' century-long history, visit:

Investor Contacts:

Trey Clark, +1.713.439.8039,
Eric Holcomb, +1.713.439.8822,

Media Contact:
Teresa Wong, +1.713.439.8110,

SOURCE Baker Hughes Incorporated

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