Transaction Details

Footnotes

Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2, 2024, by and among the Issuer, Schlumberger Limited ("SLB"), Sodium Holdco, Inc. and Sodium Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of SLB (the "Merger"). | Pursuant to the Merger Agreement, among other things, (i) each outstanding share of common stock of the Issuer ("Common Stock") prior to the effective time of the Merger (the "Effective Time") was cancelled and converted into the right to receive 0.735 shares of SLB common stock ("SLB Common Stock" and such ratio, the "Exchange Ratio") and if applicable, cash in lieu of fractional shares and (ii) each outstanding restricted stock unit of the Issuer (an "RSU") was assumed and converted into a restricted stock unit award to acquire shares of SLB Common Stock, on the same terms and conditions that applied to each RSU immediately prior to the Effective Time (an "SLB RSU Award") except that, as of the Effective Time, the number of shares of SLB Common Stock subject to an SLB RSU Award is equal to the product of (A) the number of shares of Common Stock underlying the RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. | In accordance with the terms of the Merger Agreement, each stock option of the Issuer (each, a "Company Option") that was outstanding immediately prior to the Effective Time was terminated and cancelled in exchange for an option to acquire shares of SLB Common Stock equal to the product of (A) the number of shares of Common Stock underlying such Company Option as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number, at a per-share exercise price equal to the quotient obtained by dividing (i) the per-share exercise price of the Company Option by (ii) the Exchange Ratio, rounded up to the nearest whole cent.