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 TechnipFMC Limited
Date: August 8, 2016
This filing relates
to a proposed business combination involving
Technip S.A., FMC Technologies,
Inc. and TechnipFMC 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 TechnipFMC 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.
***
Key personnel assigned to support
pre-merger
integration planning activities
Paris – Houston, - August 8, 2016
A few weeks ago, we announced that a Program
Management Office (PMO) organization had been established to oversee the joint integration planning activities required to position
TechnipFMC for ‘day one’ success and beyond.
Since then, our two companies have been
working together to develop the PMO structure, governance and operating principles, and to identify key appointments.
Overall leadership of the PMO is with Thierry
Pilenko, Technip’s Chairman and CEO, and Doug Pferdehirt, FMC Technologies’ President and COO.
Executive Sponsor Team (EST)
Reporting to them is the EST, which is made up of the recently
announced leadership team of TechnipFMC.
PMO Core Team
This team will oversee execution of the
pre-merger integration planning activities:
Cross Workstreams (integrated into the PMO)
|
Name
|
Synergy Tracking
|
François Dhaussy
|
Regulatory
|
Charles-Henri Prou
Mark Wolf
|
Organization Design and Integration Support
|
Akif Ahmad
Charles Cessot
Laurent Chhuon-Nougarede
Damien Fornier de Violet
Lior Keren
|
HR Support
|
Magali Castano
Catherine Gillings
|
PMO Communication
|
Marcela Albuquerque
Nicola Cameron
|
Day One
|
Frank Luongo
|
Structuring (Legal, Tax)
|
Jose Cadena
|
|
Sophie Maddaloni
|
Planning
|
François-Xavier (FX) Derreumaux
|
Finance Controller
|
Narinder Sahai
|
Administration Support
|
Zuzana Helmeciova (Paris)
Kathy Randall (Houston)
|
Functional and Business Workstreams
To date, we have established several workstreams and the majority
of the lead appointments have been confirmed. Each workstream has at least one executive sponsor. One of the key roles of the workstream
leads is to ensure that the business and/or function and/or regional heads in the respective FMC Technologies and Technip organizations
are fully involved in the integration planning process:
Functional Workstreams
|
Workstream Lead(s)
|
Executive Sponsor(s)
|
Subsea Integration
|
Sanjay Bhatia
Frederic Clos
|
Barry Glickman
Hallvard Hasselknippe
|
Surface & On/Off Integration
|
Massimo Bianchi
Xavier Tison
|
Richard Alabaster
Nello Uccelletti
|
Shared Services / Global Business Services (GBS)
|
Andrew Cort
Florence Rocle
|
Mark Scott
Julian Waldron
|
Supply Chain / Procurement
|
Nghia Ngo
Finn Erik Skjelby
|
Julian Waldron
|
HR & Policies
|
Youssef Bouni
Mike Turner
|
Thierry Parmentier
Mark Scott
|
Facilities
|
Stephen Siegel
Bob Sullivan
|
Mark Scott
|
Communication / Branding
|
Pascale Dumon-Poiret
Nicola Mawer
|
Mark Scott
|
IT
|
Patrick Giraudeau
|
Julian Waldron
|
Finance
|
Matt Acosta
Philippe Dorlencourt
|
Maryann Mannen
|
Legal & Compliance
|
Yngve Rygh Larsen
Stephen Siegel
|
Dianne Ralston
|
R&D
|
David Kaye
Lorianna Vandenberg
|
Brad Beitler
|
Quality
|
Francesco Collu
Richard Lalor
|
Mark Scott
|
Key Account Management
|
Arild Selvig
|
Tore Halvorsen
|
HSE
|
Scott Bogema
Jessica Lebrun
|
Mark Scott
|
Security
|
Sheryl Byrd
Julien Rambeau
|
Mark Scott
|
Insurance
|
Jean-Francois Corbel
Connie Guy
|
Maryann Mannen
|
Business Workstreams
|
|
|
Subsea Projects
|
Sanjay Bhatia
Frederic Clos
|
Hallvard Hasselknippe
|
Subsea Services
|
Jamie Hinch
|
Barry Glickman
|
|
Jean-Jacques Quesnel
|
|
Products (including Manufacturing)
|
Jean-Louis Rostaing
|
Julian Waldron
|
Onshore / Offshore
|
Massimo Bianchi
|
Nello Uccelletti
|
Surface
|
Iain Duncan
|
Richard Alabaster
|
Next steps
We will identify regional integration leads and the remaining
functional leads. In the meantime, our joint integration planning teams will continue to work toward the successful execution of
the proposed merger, paving the way for the creation of a new and unique company.
Business as usual
While these efforts continue, it is vital that both companies
independently remain fully focused on execution and serving our customers. Thank you for your continued support and flexibility
throughout this critical pre-merger phase.
Julian Waldron and Nicolas Gillier
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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