Filed
by Technip S.A.
pursuant
to Rule 425 under the Securities Act of 1933, as amended
Subject
Companies: Technip S.A., FMC Technologies, Inc. and FMC Technologies SIS Limited
Date:
June 16, 2016
This
filing relates to a proposed business combination involving
Technip
S.A., FMC Technologies, Inc. and FMC Technologies SIS Limited
(Subject
Company Commission File No.: 001-16489)
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.
***
The following announcement was
issued by Technip S.A. on June 16, 2016.
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PRESS RELEASE
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16 June 2016
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Execution
of Business Combination Agreement
Paris
and Houston, June 16, 2016
—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
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Creates
a leader in Subsea, Surface and Onshore/Offshore, driven by technology and innovation
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Builds
a comprehensive and flexible offering across each market from concept to project delivery
and beyond
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Accelerates
growth: broader portfolio of solutions will increase innovation, improve execution, reduce
costs and enhance customer success
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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.
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Combined
2015 revenue of $20 billion and EBITDA
(1)
of $2.4 billion; $20 billion backlog
on March 31, 2016
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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
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Expected
to deliver at least $400 million in annual pretax cost synergies in 2019
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Significantly
accretive to both companies’ earnings per share
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One
of the strongest balance sheets in the industry
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(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 US 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.
For more information, contact
For Technip
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For FMC Technologies
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Investors
Aurélia
Baudey-Vignaud
P :
+33 (0) 1 85 67 43 81
abaudeyvignaud@technip.com
Elodie
Robbe-Mouillot
P:
+33 (0) 1 85 67 43 86
erobbemouillot@technip.com
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Investors
Matt
Seinsheimer
P:
281.260.3665
investorrelations@fmcti.com
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Media
Christophe Bélorgeot
P : +33 (0) 1 47
78 39 92
cbelorgeot@technip.com
Laure Montcel
P : +33 (0) 1 49
01 87 81
lmontcel@technip.com
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Media
Lisa
Albiston
P:
281.610-9076
media.request@fmcti.com
Lisa
Adams
P:
281.405.4659
media.request@fmcti.com
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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 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.
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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