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:
August 3, 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.
***
Read
the merger-related article
published
in FMC Technologies’ internal magazine
Paris
– August 3, 2016
We
are pleased to share with you an article which has been published yesterday
in FMC
Technologies’ regular employee magazine, WellLinked.
This
article outlines the common ground between Technip and FMC Technologies - embodied by our values and cultures
- which forms a solid foundation for the future company. It also highlights the benefits of combining our complementary
activities and strengths to create a unique and integrated oil and gas leader, as well as new opportunities and added
value for all our stakeholders.
Turn
to page 6 and discover Doug Pferdehirt, the future CEO of TechnipFMC, who shares his background and his views on the merger.
In
September, we will also come back with you on this operation with a detailed article in the next issue of Horizons.
We
hope you enjoy the reading.
General
release
2016-008
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.
PEOPLE
// TECHNOLOGY // VISION ISSUE 1 // 2016
Driving
change
FMC
Technologies and Technip to combine, redefining the production and transformation of oil and gas
Two market leaders
to combine Merger will redefine the production and transformation of oil and gas
In 2015, FMC Technologies
and Technip teamed up on a compelling idea: to form an alliance and launch a joint venture to address the increasing cost and
complexity of deepwater oil recovery. These reserves are critical to meeting future energy demand, but until there is a more cost-effective
way to recover them, their full potential is out of reach. The resulting Forsys Subsea joint venture is delivering on its promise,
reducing project costs by up to 30 percent. Now the companies are expanding that vision, combining to form TechnipFMC, a technology-driven
leader that will unite their research and development, project teams, and manufacturing expertise to unlock huge potential for
innovation and integration. Joining forces to better serve all markets – subsea, surface, and onshore/offshore – these
highly complementary companies will change the landscape as they anticipate and meet the needs of operators who are more open
to new ideas than ever before.
Doug Pferdehirt (left),
FMC Technologies’ President and Chief Operating Officer, shakes hands with Thierry Pilenko, Technip’s Chairman and
Chief Executive Officer at the May 19 press conference in Paris, France 2 SPOTLIGHT
www.fmctechnologies.com
Common values, common culture Merger unites two industry leaders in a move that will create value and accelerate growth FMC Technologies
and Technip complement each other perfectly as shown above in these images from different parts of both companies. Clockwise from
top left: Technip subsea, Deep Energy; FMC Technologies’ Subsea Services platforms illustration; Technip offshore, Heidelberg
Spar and FMC Technologies transporting equipment, offshore Brazil
So why does the planned
combination of Houston-based FMC Technologies and Paris-based Technip make so much sense? It’s simple, explained Doug Pferdehirt,
who will serve as Chief Executive Officer of the new TechnipFMC: “We’re aligned around common values, and even more
important, we share a common culture.” When mergers fail, “typically it’s because you're trying to bring together
two companies that have different personalities,” Pferdehirt said. “Our companies have been working together for a
long time, and last year we cemented that relationship by forming an alliance and launching the Forsys Subsea joint venture.”
The concept on which the joint venture was built – redefining the way subsea fields are designed, delivered, and maintained
– quickly gained traction in an industry motivated to rapidly improve the economics of deepwater oil recovery. The planned
stock-swap merger, announced on May 19, 2016, builds on that success and will further increase innovation, improve execution,
reduce costs, and drive customer success. “These companies know each other very well,” said Thierry Pilenko, Technip’s
Chairman and CEO, who has been named to serve as the new company’s Executive Chairman. “That means the integration
can be completed quickly, and our customers and shareholders will immediately realize the benefits of what is truly a compelling
combination of capabilities and outstanding employees.” Stronger together The transaction, expected to be completed in early
2017, will create a technology-driven leader in subsea, surface, and onshore/offshore, uniting organizations that totaled $20
billion in 2015
Building on our success
This is a very special time for FMC Technologies and Technip. I am seeing firsthand the excitement our planned merger is generating
and I’m not surprised. No matter what external pressures we face, our two companies never seem to stop innovating and advancing.
Building on the success of our alliance and the Forsys Subsea joint venture, we now have an opportunity to accelerate change in
our industry. And all of this brings us to where we are today – combining our market leading capabilities and further expanding
our comprehensive and flexible service and product offering across subsea, surface and onshore/offshore. I’m very proud
of what FMC Technologies has achieved and the bold moves we are making with Technip. We are organizations of remarkable scope
and breadth pulling in the same direction to deliver results for our employees, customers, and shareholders. Reflecting on a 41-year
career with FMC Technologies, it has been a pleasure and a privilege to work in an industry so rich with talent and for a company
so committed to its people and values. I look forward to watching the combined company, TechnipFMC, prove successful in the years
ahead. John Gremp (pictured) Chairman and CEO FMC Technologies 3 SPOTLIGHT
www.fmctechnologies.com
Doug Pferdehirt (standing, center) is pictured with FMC Technologies employees on a visit to Angola Employees of Technip show
their vibrant colors
sales and together
have a $20 billion backlog. It will form one of the world’s leading energy services companies, with operations in more than
45 countries. “We are redefining the production and transformation of oil and gas by bringing together two market leaders
that complement each other geographically, in their customer bases, in technologies, and in how their products interact,”
said Pferdehirt. The deal combines Technip’s innovative technologies and equipment as well as engineering capabilities and
expertise in project management with FMC Technologies’ technical leadership, manufacturing capacity and service capabilities.
“Together,” Pilenko said, “we’re going to set new standards and achieve breakthroughs in how we work with
customers and in the products and services we offer.” Forsys Subsea was born of simple economics. Even when oil was trading
in low triple digits, the high and rapidly escalating cost of developing and operating subsea fields was making them economically
unfeasible. Then crude prices plunged, effectively shutting down investment in new deepwater plays. But in this cyclical business,
supply and demand will eventually rebalance, and when they do, the world’s large subsea reserves will have to provide a
major share of future hydrocarbons – but their full potential cannot be realized until there is a more cost-effective way
to recover them. “There are very significant reserves in deepwater, and the owners of those blocks want solutions to reduce
costs and make those projects happen,” said Pilenko. “They really want to drive costs down structurally and are challenging
their own teams, and us, to sustainably reduce production costs. I think it’s a great opportunity, and it’s this type
of offering that’s going to make these projects viable again.” When the market recovers, “we will be uniquely
positioned, we will be integrated, and we will have a structural offering that is different from our competition. We will offer
a sustainable advantage and sustainable cost reduction to our customers.” A new competitive landscape TechnipFMC is the
logical extension of Forsys Subsea. Expanding the joint venture’s benefits – including 25 to 30 percent demonstrated
project cost savings – across the business will reshape the competitive landscape across all markets: subsea, surface, and
onshore/offshore. “The joint venture was positioned in the subsea domain because it’s where the industry has the greatest
need, it’s where we have the most experience, and it’s where our companies have a historical relationship, working
side by side for many years,” said Pferdehirt. Both companies share a vision to fundamentally improve project economics
and have demonstrated, through Forsys Subsea, their ability to significantly lower the cost of deepwater field development through
integration and by reducing complexity. “Now we will extend that vision across the enterprise, uniting all of our R&D,
all of our project teams, and all of our manufacturing teams to unlock greater potential for innovation and integration.”
That will create substantial value for our customers, and in the process accelerate the company’s own growth. “The
combined offering in subsea is absolutely obvious,” said Pilenko. “Now we can progressively expand our product and
systems offerings, get involved in more parts of the project, and substantially expand what we do for customers over the production
life of their assets.” 4 SPOTLIGHT
Taking the Forsys Subsea
concept further Flexible risers and flowlines Umbilicals Pipeline / Flowline / jumper installation Subsea equipment
installation Platform design, fabrication, installation Topsides design and fabrication Subsea production systems Subsea
services Control and automation systems Subsea well intervention Subsea separation and boosting systems Integrated
business model drives simplification and cost reduction Expanded resource / asset base Further process and product
standardization Reinforced full EPC execution capabilities Integrated commercial approach Deeper life-offield monitoring Stronger
R&D capabilities Significantly lower the cost of subsea field development through integration and reduced complexity
Maximize client success over the life of the field Foster technological innovation to lower development costs and increase efficiency
It also opens wider
the opportunity to provide integrated solutions that can have the greatest impact on improving project economics by removing unnecessary
interfaces, simplifying architecture, and streamlining equipment design. “We will have the capacity to sell everything from
a single piece of equipment to a fully integrated solution,” added Pilenko. Customers have a huge appetite for new ideas,
Pferdehirt added. “Operators have never been more open to change. Since oil prices began falling in 2014, they have shown
unprecedented openness to new ideas, and we answered the need for innovation with new business models, novel approaches in standardization
and technology.” Complementary strengths Cost reduction is another key benefit. The all-stock transaction is expected to
achieve pretax cost synergies of approximately $200 million in 2018 and at least $400 million in 2019 and each year thereafter.
That’s in addition to the cost-reduction plans both companies are already pursuing. These savings will result largely from
supply-chain efficiencies as the new company’s size provides economies of scale and purchasing leverage that neither could
approach on its own, along with real estate, infrastructure optimization, and other corporate and organizational efficiencies.
It’s important to recognize that the companies are not consolidating, but uniting to take advantage of complementary strengths.
“We are not competitors,” Pilenko said. “We do operate, however, in some of the same geographic areas with significant
presence in some countries, and even some cities, offering the opportunity to reduce real estate costs.”
FMC Technologies’
surface wellheads FMC Technologies’ operational 3D illustration Technip’s Jubail integrated
refining complex Technip’s operational 3D illustration The joint venture between FMC Technologies
and Technip will radically reshape the competitive landscape across all markets including surface (pictured above) and subsea
(pictured right)
Industry reaction Industry
analysts reacted positively to the May 19 announcement. Investment firm Piper Jaffray said of the companies, “They’re
pursuing the holy grail of integration. They're trying to drive simplification and standardization. It’s an ambitious agenda.”
Investment researchers at Market Realist said TechnipFMC “could become one of the top oilfield equipment services providers
in the world,” citing these reasons: • Global expertise spanning a larger geographic footprint. • Technology that
can reduce maintenance costs while increasing energy production in an environment of constrained capital spending. • Diversified
product offerings, from supply of flexible pipe to turnkey design, engineering, procurement, and production services. Wells Fargo
Securities told clients, “The announced merger officially ushers in a new era for the offshore services/ equipment sector
as it combines the leading subsea equipment manufacturer with a leader in offshore engineering, construction, and field development.
We believe the combination could hold unique long-term synergy opportunities and makes strategic sense to better service offshore
operators and lower the deepwater cost curve.” Morgan Stanley also applauded the transaction. “The deal creates value
through $400 million in annual cost synergies, which excludes additional revenue synergies, as we expect the new entity to win
incremental work by creating value for customers,” the company wrote in a report to investors. “The companies have
demonstrated their ability to reduce project costs by 25-30 percent, or $5-7 per barrel. ... We expect the merger to allow for
additional value creation and cost reduction via technology innovation, taking a holistic approach to life-offield services.” innovation,
taking a holistic approach to life-offield services.” The joint venture between FMC Technologies and Technip will radically
reshape the competitive landscape across all markets including surface (pictured above) and subsea (pictured right) FMC Technologies’
operational 3D illustration FMC Technologies’ surface wellheads Technip’s operational 3D illustration Technip’s
Jubail integrated refining complex It also opens wider the opportunity to provide integrated solutions that can have the greatest
impact on improving project economics by removing unnecessary interfaces, simplifying architecture, and streamlining equipment
design. “We will have the capacity to sell everything from a single piece of equipment to a fully integrated solution,”
added Pilenko. Customers have a huge appetite for new ideas, Pferdehirt added. “Operators have never been more open to change.
Since oil prices began falling in 2014, they have shown unprecedented openness to new ideas, and we answered the need for innovation
with new business models, novel approaches in standardization and technology.” Complementary strengths Cost reduction is
another key benefit. The all-stock transaction is expected to achieve pretax cost synergies of approximately $200 million in 2018
and at least $400 million in 2019 and each year thereafter. That’s in addition to the cost-reduction plans both companies
are already pursuing. These savings will result largely from supply-chain efficiencies as the new company’s size provides
economies of scale and purchasing leverage that neither could approach on its own, along with real estate, infrastructure optimization,
and other corporate and organizational efficiencies. It’s important to recognize that the companies are not consolidating,
but uniting to take advantage of complementary strengths. “We are not competitors,” Pilenko said. “We do operate,
however, in some of the same geographic areas with significant presence in some countries, and even some cities, offering the
opportunity to reduce real estate costs.” SPOTLIGHT 5
TechnipFMC: benefits
of the combination 1 A technology-driven leader in subsea, surface, and onshore/offshore The merger combines Technip’s
innovative systems and solutions, state-of-the-art assets, engineering strength, and project management capabilities with FMC
Technologies’ manufacturing, technology, and service capabilities. TechnipFMC will engage with customers earlier in the
development process to design, deliver, and install more comprehensive solutions, redefining the production and transformation
of hydrocarbons. 2 Individual products to full-range solutions The new company will have a simplified goto- market strategy that
ranges from individual products and services to fully integrated solutions. A single interface that ensures seamless execution
will significantly reduce development costs for new and existing fields. 3 Broader portfolio for accelerated growth The new company
will foster technology innovation, integrate and improve project execution, reduce costs for customers, and expand competencies
in digital life-of-field and data management services to reduce maintenance and increase production. 4 Building on the existing
alliance Merging the companies logically follows the alliance the companies formed in June 2015 to better serve the subsea market.
Fully uniting the talented employees and technology expertise of two industry leaders will achieve even broader global reach and
drive profitable growth and value creation. 5 Cost savings Supply-chain efficiencies, real estate, infrastructure optimization,
and other corporate and organizational efficiencies will account for most of the $400 million in annual cost reductions. 6 Strong
balance sheet TechnipFMC will have one of the strongest balance sheets in the industry, enabling it to pursue profitable growth
and value creation – especially as energy market conditions improve. Reliable and efficient execution •
Concept • Project delivery • Beyond Differentiated equipment and technologies • Highly complementary portfolio
• Scaling up best-in-class R&D • Subsea • Surface • Onshore / Offshore Comprehensive, flexible offering
• Combined revenue of c.$20bn • Strong backlog providing visibility • Solid balance sheet • Synergies Robust
financial profile • Complementarity • Existing alliance • Talented employees Building on proven success Strong
financial profile Backlog Revenue EBITDA1 Gross cash position $20bn $20bn $5.7bn $4.0bn $6.4bn $1.0bn $1.0bn (15.2%
margin) $16bn $13.5bn $1.4bn $4.7bn (10.6% margin) $2.4bn (12.1% margin) Notes: Revenue and operating profit as of YE2015. Backlog,
debt and cash position as of March 31, 2016. EBITDA1 before restructuring, impairment and other exceptional items as defined by
both companies in their respective previous public filings 6 SPOTLIGHT
Strong complementarities
– estimated combined revenue breakdown1 Diversified client base 1Average 2015 USD/EUR FX rate of 1.1097 Notes: Based on
2015A revenues and estimated split between IOC/NOC/Independent, Midstream and OFS of 35%/35%/30% for FMC Technologies and 40%/40%/20%
for Technip. 23% OTHERS INCLUDE: • INDEPENDENTS • MIDSTREAM • OFS PLAYERS 38% INTERNATIONAL OIL COMPANIES 38% NATIONAL
OIL COMPANIES 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”). Forwardlooking
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 forwardlooking 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. SPOTLIGHT
7
www.fmctechnologies.com Meet
the CEO Doug Pferdehirt grew up in Pittsburgh, about 100 miles from where the first commercial oil well in the United States,
drilled in 1859 by Colonel Edwin Drake, helped launch an entire industry Pferdehirt’s first exposure to energy production
was a chance encounter with an old drilling rig while he was a teenager. “My friends and I were exploring the forests of
central Pennsylvania when we came across a man with a homemade wooden derrick cable-tool drilling rig. He was trying to tap into
some shallow natural gas so he could keep his family warm that winter,” said Pferdehirt, who is currently President and
Chief Operating Officer of FMC Technologies. “I had never seen a drilling rig before, but we stayed and helped him. That
was my first experience of the oil and gas industry.” Youthful adventures aside, it was the desire to become an engineer
that led Pferdehirt to pursue energy as a career. One of five children, he was interested in engineering but didn’t want
to follow his older brother into chemical engineering. Instead, he earned a bachelor’s degree in petroleum and natural gas
engineering from Penn State University in 1986 and headed to the Permian Basin of West Texas to start his career, which has spanned
almost 30 years in the industry and included everything from climbing derricks to discussing geo-politics with world leaders.
Pferdehirt is starting a new chapter in his career as Chief Executive Officer of FMC Technologies, a position he will assume in
September, and CEO of what will be one of the world’s largest oil and gas service companies, TechnipFMC, when the merger
transaction closes in early 2017. For this issue of WellLinked, we sat down with Pferdehirt to learn more about him and his views
on the merger with Technip. WellLinked: It was announced in May that you will succeed John Gremp as CEO of FMC Technologies in
September. And now you’ve been named CEO of TechnipFMC and a director on the new company’s board at the effective
time of the merger. What is going through your mind right now? Pferdehirt: I am feeling incredibly honored and humbled to be appointed
CEO of FMC Technologies and TechnipFMC. I want to start by thanking John Gremp who continues to give me unconditional support.
He has been a great leader for FMC Technologies and truly embodies the core values of our company. He taught me what it means
to be a leader. Because of John, we are on a solid foundation to move into a new chapter TechnipFMC is going to set new standards.
We will make breakthroughs in the way we work with customers and what 8 SPOTLIGHT – INTERVIEW we offer them. Doug Pferdehirt,
FMC Technologies’ President and COO (right) of our history with Technip. I have known Thierry Pilenko (Technip Chairman
and CEO) for more than 20 years, and we share the same vision for our companies, which have proven track records of innovation
and helping customers meet their most difficult challenges. I am excited about the formation of TechnipFMC and look forward to
working with Thierry and other leaders to bring together the outstanding employees, cultures and capabilities of our organizations
to redefine the production and transformation of oil and gas. Why is this the right time to merge FMC Technologies and Technip?
Pferdehirt: Both companies have shared a vision to provide step changes in project economics, and we are delivering on that goal
through our alliance and joint venture by significantly lowering the cost of subsea field development through integration and
reduced complexity. The reaction to our alliance and joint venture has been quite spectacular. Customers are quickly embracing
this new business model, which we will extend across the broader portfolio of our two companies. This merger will further accelerate
project economic improvement, deliver seamless and integrated project execution, and allow us to unlock greater potential for
technology innovation and integration as one company. We also recognize that our customers want different options in the commercial
model, and TechnipFMC will be uniquely positioned to offer everything from discrete products and services to fully integrated
solutions. Was this transaction driven by the market downturn? Pferdehirt: This planned merger was not driven by hydrocarbon prices,
nor was the creation of our alliance and joint venture. When the companies began to talk, it was a very different market environment.
We formed the alliance because we shared a common vision and saw that customers could realize significant savings and improved
project economics through simplified subsea architectures. The same holds true today. What we have learned and experienced together
is that there’s more we can do beyond the scope of the alliance we have today. So that creates opportunity. If you could
summarize this merger in one word, what would it be? Pferdehirt: Unique. We will make breakthroughs in the way we work with customers
and what we offer them. Our individual offerings are highly complementary, and we have multiple interfaces in the subsea ecosystem.
Our products and services physically connect to each other. Working as one company, we will improve subsea architecture and infrastructure
by removing unnecessary interfaces and open up the complete technology portfolios of both organizations, removing the challenges
associated with developing further proprietary technology. And we plan to offer the same capabilities beyond subsea. This is truly
unique and transformative for the industry. You mentioned that our offerings are complementary. What about our cultures? Pferdehirt:
Because of the experience we have had over multiple years of working in the same industry – and certainly over the past
year, working as alliance and joint venture partners – it’s clear that our companies have shared values and, more
important, common personalities. We work very well together. Thierry and I are confident that we will have a very successful integration.
What do you like best about the energy industry? Pferdehirt: What I’ve always liked best about the industry is its talented
people and diversity of thought. I’ve enjoyed living and traveling around the world and being able to harness that talent
and diversity has been extremely exciting and rewarding. What do you do outside of work? Pferdehirt: I am an avid sports fan and
an active participant in various charitable causes, including chairing the board of the American Heart Association in Houston.
But family comes first. I am the father of three girls ranging from high school to law school to medical school. I met my wife,
Jeanine, while she was in high school, and she is the core of our family. She has helped my daughters and me achieve our collective
success. 9 SPOTLIGHT – INTERVIEW
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