HOUSTON and PARIS, June 27,
2016 /PRNewswire/ -- FMC Technologies, Inc. (NYSE: FTI) and
Technip (Euronext: TEC) today announced that the pending merger
transaction between the companies has received an early decision
from the United States antitrust
regulators under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 ("HSR Act"), concluding antitrust review of the transaction
in the U.S. under the HSR Act.
As previously announced on May 19,
2016, FMC Technologies and Technip will combine to create a
global leader that will drive change by redefining the production
and transformation of oil and gas. On June
16, 2016, the companies announced that they had executed a
Business Combination Agreement regarding their proposed merger.
Conclusion of antitrust review in the
United States under the HSR Act satisfies one of the closing
conditions of the pending transaction, which remains subject to
other closing conditions, including approval of Technip and FMC
Technologies shareholders, the conclusion of antitrust review in
other countries, other regulatory approvals and consents, as well
as other customary closing conditions. The transaction is expected
to close early in 2017, subject to the satisfaction of these other
closing conditions.
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.
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
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.