Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T/A Amendment Nr 8 to Schedule to 20± 86K
2: EX-99.A.20 Letterhead of Schlumberger 3 16K
3: EX-99.A.21 Letter of Lehman 2 15K
4: EX-99.A.22 Notice to Non Assenting Shareholders 2 12K
5: EX-99.D.17 Form of Election 4 18K
6: EX-99.D.18 Recommended Cash Offer by Schlumberger 6 28K
7: EX-99.D.19 Recommended Cash Offer by Schlumberger 5 29K
8: EX-99.D.20 Form of Election 4 18K
9: EX-99.D.21 Recommended Cash Offer by Schlumberger 7 35K
10: EX-99.D.22 Recommended Cash Offer by Schlumberger 7± 27K
11: EX-99.D.23 Recommended Cash Offer by Schlumberger 2 17K
12: EX-99.D.24 Recommended Cash Offer by Schlumberger 2 17K
13: EX-99.D.25 Recommended Cash Offer by Schlumberger 4 23K
14: EX-99.D.26 Recommended Cash Offer by Schlumberger 2 17K
15: EX-99.D.27 Recommended Cash Offer by Schlumberger 2 16K
16: EX-99.D.28 Recommended Cash Offer by Schlumberger 7 32K
17: EX-99.D.29 Recommended Cash Offer by Schlumberger 7 30K
18: EX-99.D.30 Form of Election 4 20K
19: EX-99.D.31 Form of Election 4 20K
20: EX-99.D.32 Form of Election 4 20K
21: EX-99.D.33 Form of Election 4 15K
22: EX-99.D.34 Form of Election 4 20K
EX-99.A.20 — Letterhead of Schlumberger
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Press Release Schlumberger
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Exhibit 99(a)20
For Immediate Release, Monday April 23, 2001
SCHLUMBERGER ANNOUNCES COMPULSORY TENDERING REQUIREMENT FOR OUTSTANDING SEMA
SHARES
NEW YORK, April 23, 2001 - On April 6, 2001, Schlumberger Investments, a wholly
owned subsidiary of Schlumberger Limited, announced that the Offer made by
Lehman Brothers on behalf of Schlumberger Investments to acquire the issued and
to be issued share capital of Sema had been declared unconditional in all
respects. Schlumberger Investments has now received valid acceptances in respect
of the Offer representing more than 90% in value of the Sema Shares to which the
Offer relates.
Today Schlumberger Investments is posting statutory notices pursuant to section
429(4) of the Companies Act to Sema Shareholders who have not yet validly
accepted the Offer, informing such Sema Shareholders that it will compulsorily
acquire the outstanding Sema Shares for which valid acceptances under the Offer
have not yet been received under the provisions of sections 429-430F of the
Companies Act. The compulsory acquisition procedure is expected to be completed
on, or shortly after, June 4, 2001.
The Offer will remain open for acceptance until further notice. Sema
Securityholders who have not yet accepted the Offer are encouraged to do so as
soon as possible. Settlement of the consideration due to Sema Securityholders
who accept the Offer will be dispatched within 14 days after receipt of valid
Acceptance Forms relating to the Offer, complete in all respects.
# # #
For further information, contact:
Schlumberger Limited
Rex Ross
VP Communications
Tel: 1-212-350-9432
Words defined in the Offer Document, dated 21 February 2001, have the same
meaning in this announcement.
Lehman Brothers, Morgan Stanley Dean Witter and Schroder Salomon Smith Barney,
each of which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for Schlumberger, Schlumberger Industries S.A. and
Press Release (continued)
Schlumberger Investments and no one else in connection with the Offer and will
not be responsible to anyone other than Schlumberger, Schlumberger Industries
S.A. and Schlumberger Investments for providing the protections afforded to
customers of Lehman Brothers, Morgan Stanley Dean Witter and Schroder Salomon
Smith Barney, respectively, nor for giving advice in relation to the Offer.
Lehman Brothers, as dealer manager for the Offer, is making the Offer in the
United States on behalf of Schlumberger Investments.
The availability of the Offer to Sema Securityholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Sema Securityholders who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan and may not be accepted in or from Australia Canada or Japan.
Accordingly, this announcement and copies of the Offer Document, the Acceptance
Forms or any related documents are not being, and must not be, mailed or
otherwise distributed or sent in or into Australia, Canada or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send this
announcement, the Offer Document, the Acceptance Forms or any related documents
in or into Australia, Canada or Japan.
The directors of Schlumberger Investments listed in schedule IVA of the Offer
Document accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken all
reasonable care to ensure such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information. This statement is included solely to
comply with Rule 19.2 of the City Code and shall not be deemed to establish or
expand liability under law, including under US federal securities laws or under
the laws of any state of the US.
Schlumberger has filed a Tender Offer Statement and other related documentation
and Sema has filed a Solicitation/Recommendation Statement with the Securities
and Exchange Commission. Free copies of these documents will be available on the
SEC's web site at www.sec.gov. The Tender Offer Statement may also be obtained
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at no charge from Schlumberger at 277 Park Avenue, New York, NY 10172-0266 and
the Solicitation/Recommendation Statement may be obtained at no charge from Sema
at Six Concourse Parkway, Suite 2700, Atlanta, Georgia 30328. Shareholders are
urged to read the Tender Offer Statement, the Solicitation/Recommendation
Statement and the related documentation as they contain important information.
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Press Release (continued)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Sema Securities. The Offer is being made solely by the Offer Document
dated February 21, 2001 and the related Acceptance Forms.
Dates Referenced Herein and Documents Incorporated by Reference
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