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:
September 1, 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 has filed with
the SEC a registration statement on Form S-4, which includes the preliminary proxy statement of FMC Technologies that also
constitutes a preliminary prospectus of TechnipFMC (the “proxy statement/prospectus”). A definitive proxy
statement/prospectus will be delivered as required by applicable law after the registration statement on Form S-4 is declared
effective by the SEC.
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR 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.
***
Merger FAQs #2
September
1, 2016
|
1.
|
Why
is this referred to as a merger of equals?
|
|
·
|
This
refers to how we are approaching the transaction of equals and how we’ve structured
our merger.
|
|
§
|
This
transaction expands on the success of our Forsys Subsea alliance and joint venture, which
was an equal partnership.
|
|
§
|
Each
company’s shareholders will own approximately 50 percent of the combined company.
|
|
§
|
We
will have operational headquarters in Paris, Houston and London (where the corporation
will be domiciled).
|
|
§
|
Thierry
Pilenko will serve as Executive Chairman, and Doug Pferdehirt will serve as CEO of the
combined TechnipFMC.
|
|
§
|
The
combined company’s Board of Directors will consist of seven board members appointed
by FMC Technologies and seven board members appointed by Technip.
|
|
·
|
We
believe this transaction will create significant additional value for the shareholders
of both companies by expanding on the success we have achieved through our Forsys Subsea
alliance and joint venture.
|
|
·
|
We
will bring together complementary systems and solutions, assets and strengths in Subsea,
Surface and Onshore/Offshore, driven by technology and innovation.
|
|
·
|
Please
note that the transaction is subject to and conditional upon regulatory and other approvals.
|
|
2.
|
How
will each company’s stock be handled upon closing?
|
|
·
|
TechnipFMC
will trade on the New York Stock Exchange (NYSE) and on the Paris Euronext Stock Exchange
(Euronext Paris).
|
|
·
|
Following
completion of the merger, FMC Technologies shares will be delisted from the NYSE and
Technip shares will be delisted from Euronext Paris.
|
|
·
|
Following
completion of the merger, based on the shares outstanding as of the date of the Memorandum
of Understanding entered into between the companies in connection with the transaction,
former shareholders of FMC Technologies will own approximately 49.1 percent of the combined
company and former shareholders of Technip will own approximately 50.9 percent of the
combined company.
|
|
·
|
Each
owner of one share of Technip will receive two shares of TechnipFMC, and each owner of
one share of FMC Technologies will receive one share of TechnipFMC.
|
|
·
|
Shareholders
of both companies will continue to participate in potential appreciation in equity value
of the combined company.
|
|
3.
|
How
and when will the core values be developed for the new company?
|
|
·
|
An
exercise to begin planning for the development of the new brand and core values is currently
underway led by the Executive Team with the participation of Communication departments
from both companies, as well as an external consultant.
|
|
·
|
The
complementary values, cultures and behaviors shared by both companies will be taken into
consideration during this process.
|
|
4.
|
How
are we going to get to know each company and our future colleagues?
|
|
·
|
We
believe FMC Technologies and Technip are a great fit — we share many of the same
values and have similar cultures.
|
|
·
|
We
have been engaged in the Forsys Subsea alliance and joint venture since mid-2015, and
believe the success of this partnership and demand from customers have demonstrated there
are additional opportunities through a combination of our two companies.
|
|
·
|
You
will get to know your future colleagues as you work side-by-side with them, either as
part of the integration planning process or post-merger.
|
|
·
|
We
will also share information about each company during the integration planning process.
|
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5.
|
How
will three headquarters work together effectively and where specifically will they be
located?
|
|
·
|
We
are both global companies with operations all over the world.
|
|
·
|
TechnipFMC
will have its operational headquarters in Paris, France (where the Executive Chairman
will have his principal office); in Houston, Texas, USA (where the CEO will have his
principal office); and in London, United Kingdom (where the Forsys Subsea alliance and
joint venture is headquartered and the new corporation will be domiciled).
|
|
·
|
Being
co-located allows us to have the advantage of more face-to-face communication, which
we believe will be useful as we continue to develop our new teams and organization.
|
|
·
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Following
the closing of the transaction, we believe that having multiple headquarters will leverage
our distributed leadership team to increase responsiveness to our customers and employees
across the company.
|
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6.
|
What
changes will we expect as a result of the company being domiciled in the UK? Does Brexit
have an impact?
|
|
·
|
London
is a natural place to domicile the new company and recent developments have no material
impact on our operations, our plans or the pending merger.
|
|
·
|
The
significant benefits of the merger are not dependent on where we are headquartered, nor
will they be diminished if the UK leaves the European Union.
|
|
·
|
We
remain confident in the timeline and are moving toward closing the transaction.
|
|
7.
|
When
can we expect more communication about organizational structure and key appointments?
|
|
·
|
Designing
the new company organization is a key part of the integration planning process.
|
|
·
|
The
first step is to define the new company’s operating model and related structure.
We will then identify the individuals who will lead each of the key business areas.
|
|
·
|
We
will update you once those decisions have been made and confirmed by the Executive Sponsor
Team (EST).
|
|
8.
|
What
will happen to my compensation and benefits package?
|
|
·
|
This
combination is about positioning our business for growth, which we expect to translate
into increased opportunities for many employees as we benefit from being part of a larger,
more diverse company.
|
|
·
|
We
recognize that compensation and benefits are on the minds of employees and we are committed
to keeping you informed as we move through this process.
|
|
·
|
We
are always addressing compensation and benefits issues with the goal of providing competitive
packages that allow us to attract and retain the talent we need to succeed.
|
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9.
|
When
will each company reveal its internal vacancies?
|
|
·
|
After
completing the transaction, we expect to communicate opportunities to employees as they
are identified.
|
|
·
|
The
most important thing everyone can do is stay engaged, flexible and focused on day-to-day
responsibilities.
|
|
10.
|
Which
messages have been resonating most with our customers and investors?
|
|
·
|
We
continue focusing on simplicity, transparency, value creation and driving structural
and sustainable change by making bold moves in our industry.
|
|
·
|
The
simplicity in our value proposition is what has been resonating most with our customers
and investors.
|
|
·
|
News
and analyst reports following the announcement of our plans to merge suggest that the
benefits of the combination are very clear and well understood.
|
|
11.
|
What
is the role of the Program Management Office (PMO) and how will the integration process
work?
|
|
·
|
On
Aug. 8, 2016, 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 identify key appointments.
|
|
·
|
The
PMO is also responsible for raising relevant issues and key decisions with the Executive
Sponsor Team to ensure that it meets synergy targets and achieves the strategic aspirations
and goals for the new company.
|
|
·
|
The
integration process has two major phases: the planning phase, which has already begun;
and the execution phase, which will begin following the close of the transaction.
|
|
·
|
The
PMO has made significant progress in setting up the integration architecture and teams,
and expects that this phase will be completed shortly.
|
|
12.
|
What
is a functional workstream?
|
|
·
|
Given
the scale of the integration effort, we have divided the work into multiple workstreams.
|
|
·
|
The
mandate of functional workstreams is to look at current practices at both companies with
input from businesses and regions, and propose the best way to merge those functions
and achieve the identified synergy targets.
|
|
·
|
Functional
workstreams include: Subsea Integration; Surface and Onshore/Offshore Integration; Global
Business Services (GBS); Supply Chain/Procurement; HR Policies and Sustainable Development;
Facilities; Communication/Branding; IT; Finance; Legal and Compliance; Research and Development;
Quality; Key Account Management; HSE; Security; and Insurance.
|
|
13.
|
What
is a business workstream?
|
|
·
|
Given
the scale of the integration effort, we have divided the business work into multiple
workstreams.
|
|
·
|
The
mandate of business workstreams is to tailor integration plans to the specific business
and regional needs and to ensure execution of these plans.
|
|
·
|
Business
workstreams include: Subsea Projects; Subsea Services; Subsea Products (including Manufacturing);
Onshore/Offshore; and Surface.
|
|
14.
|
How
will integration decisions be made?
|
|
·
|
The
integration planning team is responsible for developing a detailed and thoughtful integration
plan to make the post-close transition as seamless, efficient and productive as possible.
|
|
·
|
The
team and the EST group to which it reports, is comprised of leaders from both organizations
to ensure that it is fully appreciating and capturing the greatest strengths of both
organizations.
|
|
·
|
In
all of our decisions, we are committed to treating all employees at both companies fairly
and with respect as we move through this process.
|
|
·
|
Similarly,
we are committed to operating with transparency and keeping you informed throughout this
process.
|
|
15.
|
Will
each of the integration planning teams develop organization charts for their functions/business
units prior to ‘Day One’?
|
|
·
|
It
is important to remember that organizing a new company takes time, and we want to ensure
that we are putting in place the right organizational structure.
|
|
·
|
Once
we have decided the best structure for our combined businesses, we will begin to populate
the organization with the aim of ensuring that the positions are filled most effectively.
|
|
·
|
We
will announce those structural decisions and new roles as soon as possible.
|
|
16.
|
When
will the merger close? Do we anticipate any challenges between now and closing?
|
|
·
|
We
continue to expect the merger to close in early 2017, subject to the approvals of Technip
and FMC Technologies shareholders, regulatory bodies and consents, and other customary
closing conditions.
|
|
·
|
We
are pleased to have already received early approval from U.S. regulatory authorities
and will continue to make the appropriate filings.
|
|
17.
|
Do
we expect to consolidate facilities once we merge?
|
|
·
|
We
recognize the importance of maintaining our company’s respective footprints in
order for the combined company to be successful and develop its new culture in a productive
environment.
|
|
·
|
That
said, a result of co-locating may be consolidation in locations where both companies
have facilities also so that we may deliver on our savings targets.
|
|
18.
|
Is
there a plan for ‘Day One’ and beyond for TechnipFMC?
|
|
·
|
We're
creating a unique offering with a unique set of competencies and skills that is unparalleled
in the industry.
|
|
·
|
We
are as much focused on ‘Day One’ as we are on ‘Day 100’, ‘Day
365’, and even two years out.
|
|
·
|
Though
there are still a number of things we have to address, we are pleased with the progress
we’re making in our integration planning, which will ensure a smooth transition
for all of our stakeholders.
|
|
·
|
We
look forward to realizing the significant operational and strategic benefits inherent
in this combination.
|
|
19.
|
Will
there be redundancies as a result of the merger?
|
|
·
|
This
combination is about positioning FMC Technologies and Technip for growth, which we expect
to translate into increased opportunities for many employees as we benefit from being
part of a larger, more diverse company.
|
|
·
|
As
we plan for the integration after closing, we cannot rule out that there may be some
areas of overlap in certain job functions, but it’s too early to assess this.
|
|
·
|
Overall,
we expect that with greater scale and an enhanced global presence, there will be expanded
opportunities for personal development and career growth for employees of the combined
company.
|
|
·
|
We
are dedicated to making all decisions promptly and committed to treating all employees
at both companies fairly and with respect as we move through this process.
|
|
20.
|
How
will we manage the relationships with existing clients and suppliers after closing?
|
|
·
|
In
most cases, client relationships will remain with their current team after the merger
is complete.
|
|
·
|
If
dual agreements create conflicts, management of the combined company will work with clients
and suppliers to resolve issues fairly.
|
|
·
|
Please
remember that, until this transaction closes, we will continue operating as separate
companies, and our alliance and joint venture will continue unchanged.
|
|
·
|
Our
customer relationships remain our top priority.
|
|
·
|
We
will continue providing updates as they become available.
|
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 has filed with the
SEC a registration statement on Form S-4, which includes the preliminary proxy statement of FMC Technologies that also constitutes
a preliminary prospectus of TechnipFMC (the “proxy statement/prospectus”). A definitive proxy statement/prospectus
will be delivered as required by applicable law after the registration statement on Form S-4 is declared effective by the SEC.
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR 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.
Ends/
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