PARIS and HOUSTON, June 16,
2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC
Technologies, Inc. (NYSE: FTI) today announced that the companies
executed a Business Combination Agreement (BCA) on June 14, 2016 regarding their proposed merger
announced on May 19, 2016. The
execution of the BCA follows conclusion of the required work
council consultation process in Europe.
"With the signing of the BCA, we have reached an important
milestone paving the way to building a unique offering, driving
change by redefining the production and transformation in the oil
and gas industry," said Thierry Pilenko, Technip Chairman and
Chief Executive Officer, who will serve as Executive Chairman of
the combined company, TechnipFMC.
Doug Pferdehirt, President and
Chief Operating Officer of FMC Technologies, who will serve as the
CEO of TechnipFMC, added, "The combination of FMC Technologies
and Technip is an exciting opportunity for both companies to shape
the future of the oil and gas industry by accelerating technology
innovation, integrating and improving project execution and
reducing costs for customers. Having concluded the consultation
process so quickly is a testament to the logic and strategic
rationale of this merger."
The BCA is available on the U.S. Securities and Exchange
Commission (SEC) website as an EDGAR filing and on the websites of
Technip and FMC Technologies.
The transaction is expected to close in early 2017, subject to
the approvals of Technip and FMC Technologies shareholders,
regulatory approvals and consents, as well as other customary
closing conditions.
The companies will combine in an all-stock merger transaction to
create a global leader that will drive change by redefining the
production and transformation of oil and gas. Each company's
shareholders will own close to 50 percent of the combined
company.
In addition, Bpifrance supports the transaction and has
confirmed to Technip and FMC Technologies that all its governing
bodies have approved the terms of the support agreement, in
particular the commitment to vote in favor of the resolutions
regarding the transaction which will be submitted to Technip's
shareholders' meeting, subject notably to Technip Board of
Directors' favorable recommendation. Given that it had previously
been agreed that Bpifrance will have a seat on the board of
directors of TechnipFMC, Bpifrance will retain its Technip shares
until the completion of the transaction, with the ability to
increase its shareholding up to a maximum 6% of the share capital
of TechnipFMC, on a fully-diluted basis, for a two-year period
starting at completion of the transaction.
Transaction Highlights
- Strategic Highlights
- Creates a leader in Subsea, Surface and Onshore/Offshore,
driven by technology and innovation
- Builds a comprehensive and flexible offering across each market
from concept to project delivery and beyond
- Accelerates growth: broader portfolio of solutions will
increase innovation, improve execution, reduce costs and enhance
customer success
- The combined company will be called TechnipFMC. It brings
together two complementary market leaders and their talented
employees, building on the proven success of their existing
alliance, enabling rapid integration.
- Financial Highlights
- Combined 2015 revenue of $20
billion and EBITDA(1) of $2.4 billion; $20
billion backlog on March 31,
2016
- All-stock transaction: Technip shareholders to receive 2.0
shares of the combined company for each share of Technip; FMC
Technologies shareholders to receive 1.0 share of the combined
company for each share of FMC Technologies; TechnipFMC to be listed
on the New York and Paris stock exchanges
- Expected to deliver at least $400
million in annual pretax cost synergies in 2019
- Significantly accretive to both companies' earnings per
share
- One of the strongest balance sheets in the industry
(1) EBITDA before restructuring, impairment and other
exceptional items as defined by both companies in their respective
previous public filings
About Technip
Technip is a world leader in project
management, engineering and construction for the energy industry.
From the deepest Subsea oil & gas developments to the largest
and most complex Offshore and Onshore infrastructures, our 32,500
people are constantly offering the best solutions and most
innovative technologies to meet the world's energy challenges.
Present in 45 countries, Technip has state-of-the-art industrial
assets on all continents and operates a fleet of specialized
vessels for pipeline installation and subsea construction. Technip
shares are listed on the Euronext Paris exchange, and its ADR is
traded in the U.S. on the OTCQX marketplace as an American
Depositary Receipt (OTCQX: TKPPY). Visit us at www.technip.com
About FMC Technologies
FMC Technologies, Inc. (NYSE:
FTI) is the global market leader in subsea systems and a leading
provider of technologies and services to the oil and gas industry.
We help our customers overcome their most difficult challenges,
such as improving shale and subsea infrastructures and operations
to reduce cost, maintain uptime, and maximize oil and gas recovery.
The company has approximately 16,500 employees and operates 29
major production facilities and services bases in 18 countries.
Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for
more information.
Important Information for Investors and
Securityholders
Forward-Looking Statements
This communication contains "forward-looking statements". All
statements other than statements of historical fact contained in
this report are forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the United States
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements usually relate to future
events and anticipated revenues, earnings, cash flows or other
aspects of our operations or operating
results. Forward-looking statements are often identified by
the words "believe," "expect," "anticipate," "plan," "intend,"
"foresee," "should," "would," "could," "may," "estimate," "outlook"
and similar expressions, including the negative thereof. The
absence of these words, however, does not mean that the statements
are not forward-looking. These forward-looking statements are
based on our current expectations, beliefs and assumptions
concerning future developments and business conditions and their
potential effect on us. While management believes that these
forward-looking statements are reasonable as and when made, there
can be no assurance that future developments affecting us will be
those that we anticipate.
Factors that could cause actual results to differ
materially from those in the forward-looking statements include
failure to obtain applicable regulatory or stockholder approvals in
a timely manner or otherwise; failure to satisfy other closing
conditions to the proposed transactions; failure to obtain
favorable opinions from counsel for each company to the effect of
how FMC Technologies SIS Limited (to be renamed TechnipFMC plc)
("TechnipFMC") should be treated for U.S. tax purposes as a result
of the proposed transaction; risks associated with tax liabilities,
or changes in U.S. federal or international tax laws or
interpretations to which they are subject, including the risk that
the Internal Revenue Service disagrees that TechnipFMC is a foreign
corporation for U.S. federal tax purposes; risks that the new
businesses will not be integrated successfully or that the combined
companies will not realize estimated cost savings, value of certain
tax assets, synergies and growth or that such benefits may take
longer to realize than expected; failure to realize anticipated
benefits of the combined operations; risks relating to
unanticipated costs of integration; reductions in client spending
or a slowdown in client payments; unanticipated changes relating to
competitive factors in the companies' industries; ability to hire
and retain key personnel; ability to successfully integrate the
companies' businesses; the potential impact of announcement or
consummation of the proposed transaction on relationships with
third parties, including clients, employees and competitors;
ability to attract new clients and retain existing clients in the
manner anticipated; reliance on and integration of information
technology systems; changes in legislation or governmental
regulations affecting the companies; international, national or
local economic, social or political conditions that could adversely
affect the companies or their clients; conditions in the credit
markets; risks associated with assumptions the parties make in
connection with the parties' critical accounting estimates and
legal proceedings; and the parties' international operations, which
are subject to the risks of currency fluctuations and foreign
exchange controls.
All of our forward-looking statements involve risks and
uncertainties (some of which are significant or beyond our control)
and assumptions that could cause actual results to differ
materially from our historical experience and our present
expectations or projections. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect
the parties' businesses, including those described in FMC
Technologies' ("FMC Technologies") Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by FMC Technologies and
TechnipFMC with the United States Securities and Exchange
Commission (the "SEC") and those described in Technip S.A.'s
("Technip") annual reports, registration documents and other
documents filed from time to time with the French financial markets
regulator (Autorité des Marchés Financiers or the "AMF"). We
wish to caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
We undertake no obligation to publicly update or revise any of our
forward-looking statements after the date they are made, whether as
a result of new information, future events or otherwise, except to
the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act and applicable European
regulations. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form
S-4, which will include the proxy statement of FMC Technologies
that also constitutes a prospectus of TechnipFMC (the "proxy
statement/prospectus"). INVESTORS AND STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE
PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the
parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be
able to obtain free copies of the proxy statement/prospectus and
other documents filed with the SEC on FMC Technologies' website at
www.fmctechnologies.com (for documents filed with the SEC by FMC
Technologies) or on Technip's website at www.technip.com (for
documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an
Information Document
Technip will prepare an information document to be made available
in connection with the Technip meeting of stockholders called to
approve the proposed transaction (the "Report"). INVESTORS
AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION
DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE
TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC
TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND
RELATED MATTERS. Investors and stockholders will be able
to obtain free copies of the information document from Technip on
its website at www.technip.com.
Important Additional Information Will be Made Available in an
Prospectus Prepared in accordance with the EU Prospectus
Directive
TechnipFMC will make publicly available a prospectus, prepared in
accordance with the EU Prospectus Directive 2003/71/EC, with
respect to the issuance of new shares as a result of the proposed
transaction and their admission to trading on the regulated market
of Euronext Paris (including any supplement thereto, the "Admission
Prospectus"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY
READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC,
THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the Admission
Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of FMC
Technologies and Technip, respectively, in respect of the proposed
transactions contemplated by the proxy statement/prospectus and the
report. Information regarding the persons who are, under the
rules of the SEC, participants in the solicitation of the
stockholders of FMC Technologies, and Technip, respectively, in
connection with the proposed transactions, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement/prospectus when
it is filed with the SEC. Information regarding FMC
Technologies' directors and executive officers is contained in FMC
Technologies' Annual Report on Form 10-K for the year ended
December 31, 2015 and its Proxy
Statement on Schedule 14A, dated March 25,
2016, which are filed with the SEC and can be obtained free
of charge from the sources indicated above. Information regarding
Technip's directors and executive officers is contained in
Technip's Annual Report for the year ended December 31, 2015 filed with the AMF and can be
obtained free of charge from the sources indicated above.
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SOURCE FMC Technologies, Inc.