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 23, 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.
***
Issue 1 September
2016 Integrate MERGER NEWS FOR OUR EMPLOYEES Two industry leaders are joining forces PROGRAM MANAGEMENT OFFICE The journey to
Day One Behind-the-scenes integration planning is well under way with teams of our people mobilized across more than 20 business
and functional workstreams under the watch of a core project team BRINGING together two large corporations is always a challenging
task. But when the two merging companies have a joint revenue of $20 billion, it becomes a complex project that requires an immense
amount of detail, planning and coordination, ultimately involving thousands of people. Although the integration is a massive global
eff ort, Nicolas Gillier, who has been appointed as Integration Program Director, is enjoying every minute of it. "This is
a unique and enriching experience that creates a lot of motivation. I'd hoped to be picked as part of the team and felt I was
very lucky when that happened," he says. The main role of the Program Management Office (PMO) Core Team, which Nicolas heads,
is to coordinate the teams in a number of workstreams, which will cover the main operational and functional requirements needed
for the new company. "The mobilization phase is now mostly behind us, though we still need to defi ne points of contacts
in the regions for various functions," says Nicolas, whose previous role was with FMC Technologies. He recognizes the challenges
ahead but is confi dent about overcoming them. "The task is varied and vast in terms of the experience needed and the geographies
-- one single individual can't understand it all. We need to coordinate the talent in both companies. I have been exposed to onshore,
off shore and subsea projects and have worked on both the customer and supplier sides. I'm not an expert in everything, but I
can understand the subjects." The integration eff ort "We have three main objectives. Number one is that we have a glitch-less
Day One when the merger happens, as we need to ensure business continuity. Number two is to capture the synergies we have promised
to our shareholders and to investors. And number three is to design an operating model for the new company that will allow us
to achieve those synergies and future company growth." Nicolas goes on to say that one of the PMO's key roles is to elevate
important CONTINUED OVERLEAF[]1
Integrate FMC Technologies and Technip have a complementary presence
in subsea (see pages 6 and 7). There are two business workstreams covering subsea. One is Subsea Projects, the other Subsea Services.
Above is a Technip flexible pipeline manufacturing plant Both companies have a wide range of complementary products for surface,
onshore/ offshore and subsea, such as an FMC Technologies' Well Control Package above. A Products business workstream has been
established to manage integration The merged company will have a strong midstream/downstream footprint in onshore/ offshore, and
leverage Technip's engineering capabilities. Above is the P-56 semi-submersible platform, built entirely in Brazil for the South
Marlim field, offshore Brazil In surface, the merged company will have a market-leading global product and service platform. FMC
Technologies' Surface Wellhead segment has an extensive presence in the U.S. and internationally. A Surface business workstream
will oversee integration FROM PREVIOUS PAGE[] decisions to the Executive Sponsor Team (EST), which is responsible for overseeing
the project and ensuring fairness and transparency throughout. "I receive high-level directions from Julian Waldron, Group Chief
Financial Officer at Technip and the sponsor in charge of integration. We also have a Governance Charter that allows stakeholders
outside the process to validate key important issues with the EST." The role of sponsors is also critical to project success,
Nicolas explains. "Each workstream is sponsored by an EST member. Sponsoring means setting important directions and determining
which decisions should be delegated. And when a workstream faces a roadblock, part of the role of the sponsor is to help remove
that barrier." The merger plan involves both functional and business workstreams, and the arrangements are straightforward and
logical. "The functional streams are vertical and represent the main areas of the new company, such as HR, legal, IT, communications,
finance and accounting, within a global operating model," says Nicolas. "Then we have the business streams, which operate across
all the functions. They take the inputs from the vertical streams and see how they work for their own businesses. Hopefully, they
will fit together well." The whole process is being augmented with a number of workshop sessions, alternating between Paris and
Houston. The first in July looked at mobilization, with others running until November and taking in subjects such as interdependency,
capturing synergies and preparation for Day One following the close of the merger. Moving forward Leads for the business workstreams
are being appointed in each region to take Publishers Editors Journalists Find more information FMC Technologies, Inc. Technip
Marcela Albuquerque Andrew Collier on your company intranet: 5875 N. Sam Houston CS 51650 malbuquerque@technip.com Richard Goslan
http://inside.net.fmcti.com Parkway W.Houston, TX 89 avenue de la Grande Nicola Cameron Stewart McRobert http://thelink.exnet.technip.com
77086 Arm[]e Nicola.Cameron@fmcti.com Art Direction and Design All pictures are the property of United States 75773 Paris Cedex
16 Published by James Cargill FMC Technologies, Inc. and Technip or Tel. +1 281 591 4000 Tel. +33 (0)1 47 78 24 00 Connect Publications
its employees, unless otherwise stated.
Issue 1 // September
2016 Video Watch an interview with Nicolas on your company intranet French and Portuguese versions also available Integration
planning: our three main objectives 1 Glitch-less Day One 2 Capture synergies 3 Design operating model Meet Nicolas Gillier Nicolas
Gillier is the recently appointed Integration Program Director. His previous role was as FMC Technologies' Subsea Projects Director,
Eastern Region. Born in France, by profession he is a mechanical engineer and has 20 years' experience in the oil and gas industry.
Nicolas obtained his degree from ENSAM (Ecole Nationale Sup[]rieure d'Arts et M[]tiers) and is also a graduate of the prestigious
IFP School in Paris, where he gained a specialized Master of Science degree in oil and gas. He spent 12 years with Total before
moving to FMC Technologies in 2008. His various roles with Total included Product Development Manager, Project Engineer, Project
Manager and Offshore Manager. His career with FMC Technologies has included positions as Director, Subsea Projects, Asia Pacific
Middle East, and General Manager -- Surface Wellhead Europe, CIS and Africa. Nicolas has worked globally in territories such as
Angola, Congo, Iran, Singapore, and lately France and Norway. He currently divides his time between Houston and Paris. His spare
time is spent enjoying a number of sports and hobbies including keeping fit through regatta sailing and mountain biking. integration
forward locally. The EST has also produced a set of core principles to guide the process. "These include a focus on customers,
fairness and transparency toward individuals, building on the success of our existing companies, and sharing of the same support
functions." Nicolas also points out that not everything can or will be done by Day One: Planning for the end state -- the
final shape and structure of the new company -- should be bold, aspirational and ensure a step change in the industry. "Day
One isn't necessarily the most important moment. The progress from there to the end state will itself be a journey." Another
key area highlighted by Nicolas is communication. "We need everyone on board, and it's really important to share our plans
and ensure that everyone is aligned in the same frame of reference. Everyone is going to be involved, sooner or later. I hope
people will be positively curious about what is coming up." The main message, Nicolas says, is that people in both businesses
should engage and collaborate in the planning for integration. Much of the hard work may yet be to come, but his enthusiasm remains
compelling for what lies ahead. "It's a unique experience for us all and it's something we're going through together. It's
really exciting." [] Find out more See the following pages for the Program Management Office (PMO) structure, sponsors and
workstream appointments 3
Integrate Integration
Organization Structure and Executive Chairman Thierry Pilenko Integration Executive Sponsor Executive Julian Waldron Richard Alabaster
Hallvard Brad Beitler Maryan Barry Glickman Thierry Tore Halvorsen Diann PMO Core Team Synergy Tracking Regulatory Organization
Design and Akif Ahmad Charles Henri Prou Integration Support Akif Ahmad Charles Cessot Mark Wolf Aurelien Bauple Current Executive
Fran[]ois Dhaussy - Lead Charles Cessot Committees Narinder Sahai Laurent Chhuon-Nougarede Damien Fornier de Violet Lior Keren
Planning Fran[]ois-Xavier (FX) Derreumaux Finance Controller Narinder Saha Subsea Surface and On/ Global Business Supply Chain
/ HR Policies and Facilities Communication IT Integration Off Integration Services (GBS) Procurement Sustainable Leads: / Branding
Lead: Leads: Leads: Leads: Leads: Development Leads: Stephen Siegel Patrick Sanjay Bhatia Massimo Bianchi Andrew Cort Nghia Ngo
Leads: Pascale Giraudeau Bob Sullivan Frederic Clos Xavier Tison Florence Rocle Finn Erik Skjelby Youssef Bouni Dumon-Poiret Sponsor:
Sponsor: Sponsors: Sponsors: Sponsors: Sponsor: Mike Turner Nicola Mawer Julian Waldron Mark Scott Barry Glickman Richard Mark
Scott Julian Waldron Sponsors: Sponsor: Hallvard Alabaster Julian Waldron Thierry Mark Scott Hasselknippe Nello Uccelletti Parmentier
Mark Scott Subsea Projects -- Leads: Sanjay Bhatia F Subsea Services -- Leads: Jamie Hinch Jea Regions Products (including Manufacturing)
-- Leads Onshore / Offshore -- Lead: Massim Surface -- Lead: Iain Duncan
Issue 1 // September
2016 Sponsors/Workstream Appointments CEO Key Doug Pferdehirt [] Cross Workstreams (integrated to PMO) [] Functional Workstreams
Sponsor Team [] Regional Workstreams Hasselknippe Mark Scott [] Business Workstreams n Mannen Nello Uccelletti Parmentier Julian
Waldron e Ralston Nicolas Gillier HR Support PMO Communication Day One Structuring Magali Castano Marcela Albuquerque Frank Luongo
(Legal, Tax) Geir Arne Skau Nicola Cameron Jose Cadena Sophie Maddaloni Clean Room TBA Administration Support Zuzana Helmeciova
(Paris) Kathy Randall (Houston) Finance Legal and RandD Quality Key Account HSE Security Insurance Leads: Compliance Leads: Leads:
Management Leads: Leads: Leads: Matt Acosta Leads: Gustav Francesco Collu Leads: Scott Bogema Sheryl Byrd Jean Francois Philippe
Yngve Rygh Kibsgaard Richard Lalor Arild Selvig Jessica Lebrun Julien Rambeau Corbel Dorlencourt Larsen Lorianna Marc Choussat
Connie Guy Sponsor: Sponsor: Sponsor: Sponsor: Stephen Siegel Vandenberg Sponsor: Sponsor: Mark Scott Mark Scott Mark Scott Maryann
Mannen Sponsor: Sponsor: Tore Halvorsen Maryann Mannen Dianne Ralston Brad Beitler rederic Clos Sponsor: Hallvard Hasselknippe
n Jacques Quesnel Sponsor: Barry Glickman : Jean-Louis Rostaing Sponsor: Julian Waldron o Bianchi Sponsor: Nello Uccelletti Sponsor:
Richard Alabaster 5
Integrate BUSINESS
SEGMENTS // SUBSEA One future for subsea The planned merger of FMC Technologies and Technip provides a real opportunity to redefine
the way subsea fields are designed, delivered and maintained WITH almost 70 years of experience between them working in the oil
and gas industry, Technip's Hallvard Hasselknippe and FMC Technologies' Tore Halvorsen are perfectly placed as executive sponsors
overseeing the integration planning process of the two companies' subsea businesses. Hallvard is President Subsea and is sponsor
of the subsea products workstream in the integration organization. Tore is Senior Vice President, Subsea Technologies, and is
sponsor of the key account management workstream. With their combined experience, they bring a deep understanding of how Technip
and FMC Technologies' subsea offerings can complement each other, as has already been demonstrated through the alliance and the
Forsys Subsea joint venture that was established in June 2015. "The Forsys Subsea joint venture has been a precursor to our
integration, and has demonstrated a great fit between our companies and the way we can conduct our business together," says
Hallvard. "The oil and gas industry has welcomed this as representing a new way of working and reducing their costs in a
sustainable manner, which is clearly very important in the current climate. We have a great starting point and our clients have
already responded very positively." "We have proven that by working together we can change the economics of a field
and redefine the way subsea fields are designed, delivered and maintained," says Tore. "Forsys Subsea has been a tremendous
achievement and a learning experience, and has offered proof that this merger is the right thing to do." Complementary offerings
As a tier one SURF (subsea umbilicals, risers and flowlines) EPCI (engineering, procurement, construction and installation) contractor,
Technip is a leading player in subsea infrastructure, including the delivery of risers, flowlines and umbilicals and all related
services such as connecting subsea fields and pre-commissioning/testing. The company is also vertically integrated and has four
plants for manufacturing of flexible pipes, four plants for manufacturing of umbilicals, four spool bases for reeling its rigid
pipes and a constantly evolving fleet of pipelay and construction vessels. "The nature of our projects extends from small
front-end studies, through small or bigger supply contracts, to large EPCI contracts such as, for example, Kaombo in Angola for
Total, which is a $3.5 billion project -- the largest subsea contract awarded to date," says Hallvard. "There is virtually
no overlap with FMC Technologies' operations. In fact, the two companies are very complementary and that's one key reason why
this merger is so great." As a tier one SPS (subsea production and processing systems) contractor, FMC Technologies supplies
all the equipment for drilling, completion, manifolding and remote control of a subsea production system. "We undertake front-end
engineering design (FEED) and we design everything ourselves," says Tore. "We basically have all the products that cover
every single part of the subsea system. We have plants in all the major basins of the world and service installations to serve
our customers post-installation. FMC Technologies is one of the foremost subsea production system suppliers in the world. "A
split between SPS and SURF contracts has been historic, with one contractor supplying all of the well-related systems and manifold-related
equipment, and a different contractor managing the installation, the flowline, the hook-up and the risers. As we merge these two
contracts and make one integrated system, we are creating one point of delivery for the whole subsea architecture." DISCOVERY
Technip has a fleet of 23 vessels specialized in subsea rigid and flexible pipelay, subsea construction and diving support. FMC
Technologies has a world record of 2934 meters (9627 feet) for a deepwater installation (Gulf of Mexico).
Issue 1 // September
2016 The global subsea services market is worth $15 billion and FMC Technologies has a significant share in certain segments Technip
is a key integrated player in the subsea market, thanks to its portfolio of state-of-the art subsea pipe technologies and industrial
and operational assets Positions of strength Technip holds a strong position in flexible pipe products, innovating new technologies
and the application of flexible risers and flowlines. "We have invested significantly in our assets so we have today a state-of-the-art
fleet and several modern manufacturing units and spoolbases," says Hallvard. FMC Technologies, meanwhile, has been expanding
its range of products and services over the years. "We have developed into subsea processing systems, separation systems
and pump systems on the seabed," says Tore. "In subsea services, we have invested heavily in light well intervention
systems for vessel-based well intervention. We currently have four of these systems in operation, and have a build program for
an additional two units. We have a wide portfolio of technologies, not just in the traditional SPS area but also in the expanded
service area and subsea processing." Writing history Both Hallvard and Tore see the creation of TechnipFMC as the next step
in changing the face of the subsea industry. "The reception in the market has been fantastic and I have never met anyone
who does not embrace the idea of this merger or who doesn't believe in the concept behind it. It's a fantastic starting point
to have such a positive response from our employees, customers and the industry as a whole," says Hallvard. According to
Tore, this merger is a change in the standard contracting model and represents the next generation of integrated oil and gas product.
"This is not a change that comes from a market that is under pressure -- it is sustainable under any conditions. We are writing
history in what we are doing, and it's important to make sure our people understand that they are part of making history in the
offshore business." "We have a fantastic opportunity to lead the way in how the subsea business is developing globally,"
agrees Hallvard. "We want everybody to embrace this and demonstrate the value of what we can offer to our customers, shareholders
and employees." [] Executive team Both Hallvard Hasselknippe and Tore Halvorsen are members of the executive team that will
lead the combined company following the close of the planned merger. Hallvard will serve as President Subsea Projects reporting
directly to Doug Pferdehirt, who will serve as Chief Executive Officer of TechnipFMC. Hallvard will be based in Paris, France.
Tore Halvorsen will serve as Executive Vice President and Senior Advisor reporting to Doug Pferdehirt, until his planned retirement
in September 2017. Following his retirement, Tore will continue to support TechnipFMC through a position on its future Norwegian
legal entity Board of Directors. He will be based in Kongsberg, Norway. Tore Halvorsen (left), Senior Vice President, Subsea Technologies,
FMC Technologies, and Hallvard Hasselknippe, President Subsea, Technip 7
Integrate COMPLEMENTARY
CULTURES // PROJECT MANAGEMENT Project minds think alike A shared view on the importance of strong project management and a determination
to be fully focused on the customer will lead to a seamless integration and create long-term business value AS Technip and FMC
Technologies employees embark on the integration planning process, they are finding many common professional and cultural traits.
Effective project management, which is at the core of both our businesses, plays a key role in delivering successfully to our
clients and remaining competitive during a downturn. When it comes to this discipline, the two companies have the same mindset:
a strong commitment to achieve better results and to create long-term business value. Shelagh Daley, Director for Projects, Eastern
Region, FMC Technologies, who is based in Kongsberg, Norway, and Technip's Fernando Fontes, Projects Director, EPCI Subsea, based
in Rio de Janeiro, Brazil, are excellent examples of our similar approach and values in project management. They both define it
as a process that is focused fully on the customer. Shelagh, who has been with FMC Technologies for over 18 years and has managed
projects in Africa, Europe and the Gulf of Mexico, says it is "planning and executing projects from cradle to grave, ensuring
all technical, commercial, and schedule risks are accounted for to bring success for our customers and our company." Fernando
has been with Technip for seven years and has worked on major projects in Brazil. He believes strong project management is about
leading groups of competent people using assets and processes, and coordinating several disciplines across many project phases.
"The goal is to reach safety, technical 8
Issue 1 // September
2016 and financial performance objectives on time to ultimately meet or exceed stakeholders' expectations," he says. They
both emphasize the importance of having the right people. "A project counts on a motivated, committed and qualified project
team," says Fernando, a view Shelagh echoes. "The project team members are the face of the business to our customers
and suppliers, therefore, they should be experienced, competent and collaborative," she says. Two views, one vision Fernando
is confident that the combined talents, assets, plants and technologies of Technip and FMC Technologies can deliver unique solutions
and projects to customers. "The companies' complementary expertise covers product manufacturing, offshore/subsea construction
capabilities, and strong engineering knowledge across the oil and gas industry," he says. Shelagh points to a real affinity
in the two companies' approach to project management. "I've been fortunate to work with Technip on several projects and have
found a similar culture," she says. "Among other things, there's a shared focus on attention to HSE and quality -- two
key areas in which we measure our projects and project managers." Crucially, there's a shared view that strong project management
streamlines the delivery process, cuts costs and risks, and ultimately contributes to our customers' success. In the blood --
a global approach According to Fernando, the 'Technip way' to effective project management is in the employees' blood and followed
in every business area. The project manager is accountable for the project results, and he or she always observes the Technip
values: Doing the right thing; Trusting the team; Encouraging a fair return for all; and Building the future. "Along with
these values, we have a robust project management process with tools, guidelines and procedures that together with our technical
expertise and human resources guide us to deliver the desired results to our clients and stakeholders," he says. At FMC Technologies,
much like Technip, every project has the same "I've been fortunate to work with Technip on several projects there's a shared
focus on attention to HSE and quality." Shelagh Daley, Director for Projects, Eastern Region, FMC Technologies (above) "We
have a robust project management process... to deliver the desired results to our clients and stakeholders." Fernando Fontes,
Director EPCI Projects, Technip (above) elements with a global approach. Shelagh says, "All FMC Technologies employees live
by our core values and these include collaboration, innovation and customer success. Therefore every region around the world applies
the same methodology, measurements, procurement strategy, planning process and so on." At Technip, the project starts at
the bid stage where a project manager (PM) following our guidelines and procedures puts together the proposal covering technical,
operational and commercial aspects of the potential future project. When the bid is successful, a PM is assigned and the project
is executed following processes that span from the initiation phase through to the closeout and lessons learned. Similarly, at
FMC Technologies, after initial tendering and the contract award, the task is to start implementing the project execution plan.
This includes the disciplines of engineering, procurement, manufacturing, risk management, financial management, handover and
installation. Shelagh explains that the aim is to have an exemplary approach. "We've invested time and energy into developing
our project management processes and have an extensive network of people working to make sure processes are aligned and flexible."
In a nutshell From a customer-driven attitude to a special focus on HSE and quality, our companies share many project management
essentials and are aligned in terms of strategy to increase business value. Our global unified approach and respective talent
pools further reinforce that the future combination has great potential for success. [] 9
Interview with Nicolas
Gillier, Sept 2. Nicolas, welcome to the PMO Communications talk show. How are you today? I'm fine, thank you very much. We are
glad to have you here. So, can you tell us a little bit more about yourself and your role in the PMO (Project Management Office)?
In the PMO I am the lead of the integration program. A bit more about myself, I'm an FMC Technologies employee and I've been with
FMC Technologies for eight years. Before that I used to work for Total for about 12 years. I've got a project management background
essentially. I've worked on various projects for Total onshore and offshore, and subsea. And with FMC Technologies I've been in
charge of the project departments in Asia and recently the Eastern Region. So, you've been all around the world? Well, not all
around the world. But yes I have traveled quite a bit! What is the most interesting part of this PMO work that you've been doing?
There are many interesting parts in the PMO work. What is really exciting is to get to know new people, to get to know new ways
of working and put people together and build something together. That's very exciting. What would you highlight as something special
that we have done so far that you would like to share with people? People are very keen really to work together. There is really
good collaboration from what I'm observing. It feels great and it's a great experience. And, moving forward what do you think
we can expect in the PMO's work? Well, moving forward I think people can expect a lot of fun and excitement. I think people should
feel excited about this merger. When I see some of the details, I see that really it's going to make a lot of sense combining
Technip and FMC Technologies. There are a lot of synergies in two really complementary companies. I think it's going to be a game
changer for the industry and it feels right to me to be in the heart of this combination. Thank you very much.
Important Information
for Investors and Security holders 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 (Autorit[] des March[]s 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.
nvestors 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. 10
TechnipFMC (NYSE:FTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
TechnipFMC (NYSE:FTI)
Historical Stock Chart
From Apr 2023 to Apr 2024