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:
July 18, 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.
***
Thierry
Pilenko and Doug Pferdehirt
update
employees on merger progress
Paris and Houston – July
18, 2016
We are excited
to share with you the good progress that has been made over the past 60 days toward the planned combination of our companies.
A strong
future together
The production
of oil and gas is undergoing a significant transformation and we need to be out front, shaping the new landscape and realizing
the potential for innovation and integration in subsea, surface and onshore/offshore. Our activities and strengths are complementary,
and we already share common values and similar cultures. The new TechnipFMC will create unprecedented opportunities and generate
value for all our stakeholders.
Progress
to date
We are pleased
to report that integration planning is progressing well. In June we reached two significant milestones ahead of schedule:
|
-
|
We
signed the official merger agreement mid-June, following the conclusion of the works
council consultation process in Europe.
|
|
-
|
Two
weeks later, we received a successful early conclusion of the U.S. antitrust review from
U.S. antitrust regulators
|
Internally,
the planning for integration of the companies is picking up steam. In late June, we announced the principles and organization
of the merger integration. As you’d expect in a company of project management experts, the planned integration is being
organized as a project with a supporting program management office. The Executive Sponsor Team, consisting of senior leaders from
both companies, will oversee the integration and ensure that the process is fair and transparent throughout.
First
meeting of the new leadership team
We announced
the senior leadership team of the new TechnipFMC on June 22. This team, which will meet regularly both pre- and post-merger, convened
for the first time on July 8 in Paris, approving an integration plan and timetable that is built around the main pillars of our
organization:
|
-
|
Operational
groups/business units: Surface, Onshore/Offshore, Subsea Services, Subsea Projects, and
Products.
|
|
-
|
Accountable
and empowered geographic organizations.
|
|
-
|
Functions
that operate in shared services platforms across the operational and geographic organizations.
|
The leadership
team agreed to meet in September, coinciding with an investor conference in New York, then in Rome in October and in Houston in
December, with additional meetings to be scheduled for 2017. The meetings will focus on the progress of integration planning and
will cover specific agenda items around organizational structure.
What comes
next?
We are working
to obtain several other regulatory approvals and consents. Integration planning is ongoing, with several workstreams covering
the operational and functional requirements needed for the new company, and the regional and country-based activities will gather
momentum at the beginning of the fourth quarter. The power that comes from working as one integration team will drive us to a
successful conclusion.
You might
be asked to contribute to workstream activities and if you are, we trust you will provide the requested support in a timely manner.
Communication
We agreed
at the leadership meeting in Paris to step up and broaden communication. Leadership team members will drive this effort, describing
the merger and integration process and the world-leading businesses of FMC Technologies and Technip. In the coming weeks and months,
you will continue to receive regular communications through many channels.
Business
as usual in the meantime
As for current
projects and daily business, until the transaction closes, our companies will continue to operate independently under their current
leadership structures. We’re all eager to see the project completed, but for now it’s business as usual for each company
until the merger is official. We have customers to serve and commitments that demand our unwavering attention.
We are extremely
enthusiastic about this new chapter in the future of our two companies and are motivated by the enthusiasm all of you are demonstrating.
Thanks for your continued support and flexibility throughout this important transaction, and for your continued hard work and
commitment.
Sincerely,
Doug Pferdehirt
|
Thierry Pilenko
|
President and COO
|
Chairman and CEO
|
FMC Technologies
|
Technip
|
|
|
General release
2016-007
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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