v3.25.3
Acquisition
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Acquisition

4. Acquisition

On July 16, 2025, SLB acquired all of the outstanding shares of ChampionX in an all-stock transaction. ChampionX is a global leader in production chemistry solutions, artificial lift systems, and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely, effectively, and sustainably across the world. The acquisition strengthens SLB's leadership in the production and recovery space. Under the terms of the agreement, ChampionX shareholders received 0.735 shares of SLB common stock in exchange for each ChampionX share.

 

Calculation of Consideration Transferred

 

The following details the fair value of the consideration transferred to effect the acquisition of ChampionX:

(stated in millions, except exchange ratio and per share amounts)

 

 

 

 

 

 

 

Equity consideration:

 

 

 

 

 

Number of shares of ChampionX stock outstanding

 

 

191

 

 

 

Exchange ratio

 

 

0.735

 

 

 

SLB shares of common stock issued

 

 

141

 

 

 

SLB closing stock share price on July 15, 2025

 

$

35.07

 

 

 

Equity consideration

 

 

 

$

4,936

 

Fair value of replacement equity awards

 

 

 

 

69

 

Total fair value of the consideration transferred

 

 

 

$

5,005

 

 

Preliminary allocation of Consideration transferred to Net Assets Acquired

The following amounts represent the preliminary estimates of the fair value of assets acquired and liabilities assumed in the merger. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. These amounts, which are not expected to differ materially from current estimates, will be finalized no later than one year from the acquisition date.

 

(Stated in millions)

 

 

 

 

Cash

$

479

 

Accounts receivable

 

489

 

Inventories (1)

 

696

 

Net assets held for sale (2)

 

286

 

Fixed assets

 

676

 

Intangible assets:

 

 

Customer relationships (weighted-average life of 25 years)

 

950

 

Technology/Technical know-how (weighted-average life of 16 years)

 

980

 

Tradenames (weighted-average life of 20 years)

 

330

 

Other assets

 

204

 

Accounts payable and accrued liabilities

 

(717

)

Long-term debt

 

(612

)

Deferred taxes

 

(835

)

Other liabilities

 

(189

)

Noncontrolling interests

 

(19

)

Total identifiable net assets

$

2,718

 

Goodwill (3)

 

2,287

 

Total consideration transferred

$

5,005

 

 

(1)
SLB recorded an adjustment of $166 million to write-up the acquired inventory to its estimated fair value. This adjustment will be amortized as the acquired inventory is sold.
(2)
Concurrent with the closing of the acquisition, SLB completed the sale of ChampionX's Drilling Technologies business for net cash proceeds of $286 million.
(3)
The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of SLB and ChampionX, as well as intangible assets which do not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant.

 

Businesses acquired from ChampionX contributed revenue of approximately $0.6 billion and pretax operating income of approximately $0.1 billion (including the recurring effects of purchase accounting) to SLB for the period from August 1, 2025 through September 30, 2025.

 

Excluding its Drilling Technologies business, which was disposed of concurrently with the closing of the acquisition, ChampionX recorded revenue of approximately $3.4 billion in 2024 and $2.0 billion during the period from January 1, 2025 to July 31, 2025. The pro forma impact of this acquisition on net income attributable to SLB and diluted earnings per share was not material.