Regulatory News:
Technip S.A. (Paris:TEC) (ISIN:FR0000131708) (ADR:TKPPY)
(Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today
announced their respective designees to the Board of Directors of
the combined company, TechnipFMC, effective at the close of the
proposed combination.
The Board of Directors of the combined company will comprise 14
directors, seven designated by FMC Technologies and seven
designated by Technip as set forth below. FMC Technologies will
appoint the initial Independent Lead Director, in accordance with
the terms of the Business Combination Agreement. The Board of
Directors will have four committees: Audit, Nominating and
Governance, Compensation, and Strategy. The committee chairs and
Independent Lead Director are indicated below.
The slate of directors nominated by Technip is:
- Thierry Pilenko, future Executive
Chairman of TechnipFMC and designated Chair of the Strategy
Committee
- Arnaud Caudoux (Bpifrance
designee)
- Pascal Colombani
- Marie-Ange Debon (designated Chair of
the Audit Committee)
- Didier Houssin
- John O’Leary
- Joseph Rinaldi
The slate of directors nominated by FMC Technologies is:
- Douglas J. Pferdehirt, future Chief
Executive Officer of TechnipFMC
- Eleazar de Carvalho Filho
- Claire S. Farley
- Peter Mellbye (designated Chair of the
Nominating and Governance Committee)
- Richard A. Pattarozzi (designated
Independent Lead Director)
- Kay G. Priestly
- James M. Ringler (designated Chair of
the Compensation Committee)
As previously announced, the transaction is expected to be
completed in early 2017 and is subject to approval by FMC
Technologies’ and Technip’s stockholders, the receipt of required
antitrust and regulatory clearances and other customary closing
conditions.
Brief biographies for each of the new Board of Directors
designees are included below.
Arnaud Caudoux is Chief Financial Officer, Executive
Director and Head of guarantee activities of Bpifrance. Prior to
this role, he held various executive positions at Bpifrance and
OSEO. Mr. Caudoux started his career in 1997 at Accenture as a
consultant before joining AT Kearney.
Pascal Colombani has been a member of the Technip board
of directors since 2007. He is Chairman of the Advisory Board of
A.T. Kearney, a member of the European Advisory Board of JPMorgan
Chase, non-executive Chairman of the Board of Directors of Valeo, a
member of the Boards of Directors of Alstom and Siaci-Saint-Honoré
and Chairman of the Board of Directors of Noordzee Helikopters
Vlaanderen (NHV). He held various executive positions and
directorships in both the public and private sectors, including in
Schlumberger, the French Ministry of Research, the French Atomic
Energy Commission (CEA) and Areva.
Eleazar de Carvalho Filho has been a member of the FMC
Technologies board of directors since 2010. Mr. de Carvalho Filho
is a Founding Partner of Virtus BR Partners Assessoria Corporativa
Ltda., Sinfonia Consultoria Financeira e Participações Ltda.,
Iposeira Capital Ltda. and STK Capital Gestora de Recursos Ltda.
Mr. de Carvalho Filho also currently serves on the board of
directors of publicly traded Brookfield Renewable Energy Partners
L.P., Companhia Brasileira de Distribuicão—Grupo Pão de Acúcar and
Cnova N.V.
Marie-Ange Debon has been a member of the Technip board
of directors since 2010. She is Senior Executive Vice President of
Suez Group and Chief Executive Officer of the International
Division. Mrs. Debon has served in various positions in both the
public and private sectors, including in the French Audit
Commission (Cour des Comptes), France 3, Thomson and the Collège de
l’Autorité des Marchés Financiers (the French Financial Market
Authority).
Claire S. Farley has been a member of the FMC
Technologies board of directors since 2009. Ms. Farley is a member
of KKR Management LLC as of December 2012. She works in KKR’s
Energy Group and began her affiliation with KKR in September 2010
as a co-founder of RPM Energy, LLC, a privately-owned oil and gas
exploration and development company. Ms. Farley also currently
serves on the board of directors of publicly traded LyondellBasell
Industries B.V.
Didier Houssin has been a member of the Technip board of
directors since 2016. Mr. Houssin is the Chairman and Chief
Executive Officer of IFP Énergies nouvelles since April 8, 2015. He
also held various international and executive positions both in the
French Government and the private industrial sector, including the
International Energy Agency, BRGM, the French Geological Survey,
the French Ministry of Economy and Finance and Total.
Peter Mellbye has been a member of the FMC Technologies
board of directors since 2013. Mr. Mellbye served as Executive Vice
President, Development & Production, International, of Statoil
ASA from January 2011, where he worked from 1982 until his
retirement in September 2012.
John O’Leary has been a member of the Technip board of
directors since 2007. Mr. O’Leary is the Chief Executive Officer of
Strand Energy (Dubai) and sits on the Supervisory Boards of Huisman
Itrec and Jumbo Shipping. He also held various executive positions
in Pareto Offshore ASA, the Forasol-Foramer group and the group
resulting from the merger between Forasol-Foramer and Pride
International.
Richard A. Pattarozzi has been a member of the FMC
Technologies board of directors since 2002. Mr. Pattarozzi served
as Vice President of Shell Oil Company, where he had worked since
October 1991, from March 1999 until his retirement in January 2000.
Mr. Pattarozzi also currently serves on the board of directors of
publicly traded Stone Energy Corporation and Tidewater Inc.
Douglas J. Pferdehirt is the President and Chief
Executive Officer of FMC Technologies and has been a member of the
FMC Technologies board of directors since 2016. Prior to joining
FMC Technologies as Chief Operating Officer in August 2012, Mr.
Pferdehirt worked for Schlumberger Limited for more than 26 years
in a number of executive leadership positions.
Thierry Pilenko is the Chairman and Chief Executive
Officer of Technip and has been a member of the Technip board of
directors since 2007. Before joining Technip in 2007, Mr. Pilenko
was Chairman and Chief Executive Officer of Veritas DGC. Prior to
this, Mr. Pilenko held various management and executive positions
with Schlumberger where he started in 1984 as a geologist.
Kay G. Priestly has been a member of the FMC Technologies
board of directors since 2015. Ms. Priestly served as Chief
Executive Officer of Turquoise Hill Resources Ltd., an
international mining company, from May 2012 until her retirement in
December 2014. Ms. Priestly also currently serves on the board of
directors of publicly traded Stone Energy Corporation and Tidewater
Inc.
Joseph Rinaldi has been a member of the Technip board of
directors since 2009. He is a partner in the international law firm
of Davis Polk & Wardwell and has been a senior partner in the
Paris office.
James M. Ringler has been a member of the FMC
Technologies board of directors since 2001. Mr. Ringler has served
as non-executive Chairman of the Board of Teradata Corporation, a
provider of database software, data warehousing and analytics,
since October 2007. Mr. Ringler served as Vice Chairman of Illinois
Tool Works Inc. until his retirement in 2004. Mr. Ringler also
currently serves on the board of directors of publicly traded
Autoliv Inc., John Bean Technologies Corporation and the Dow Jones
Chemical Company.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader
in subsea systems and a leading provider of technologies and
services to the oil and gas industry. We help our customers
overcome their most difficult challenges, such as improving shale
and subsea infrastructures and operations to reduce cost, maintain
uptime, and maximize oil and gas recovery. The company has
approximately 14,500 employees and operates 29 major production
facilities and services bases in 18 countries. Visit
www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more
information.
About Technip
Technip is a world leader in project management, engineering and
construction for the energy industry. From the deepest Subsea oil
& gas developments to the largest and most complex Offshore and
Onshore infrastructures, our close to 31,000 people are constantly
offering the best solutions and most innovative technologies to
meet the world’s energy challenges. Present in 45 countries,
Technip has state-of-the-art industrial assets on all continents
and operates a fleet of specialized vessels for pipeline
installation and subsea construction. Technip shares are listed on
the Euronext Paris exchange, and its ADR is traded in the US on the
OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY).
Visit us at www.technip.com.
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
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 Has Been
Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on
Form S-4, which includes a proxy statement of FMC Technologies that
also constitutes a prospectus of TechnipFMC (the “proxy
statement/prospectus”). The registration statement on Form S-4 was
declared effective by the SEC on October 24, 2016 and a definitive
proxy statement/prospectus has been delivered as required by
applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE DEFINITIVE 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 can obtain free copies of the definitive
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 can obtain
free copies of the definitive 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 Has Been
Made Available in an Information Document
Technip has made available an information document in connection
with the Technip meeting of stockholders called to approve the
proposed transaction (the “Information Document”). INVESTORS AND
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT,
AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE
TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP,
TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders can obtain free copies of the
Information Document from Technip on its website at
www.technip.com.
Important Additional Information Will be
Made Available in a 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 definitive proxy
statement/prospectus and the Information Document. 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, is set forth
in the definitive proxy statement/prospectus 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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For TechnipInvestorsAurélia
Baudey-VignaudP: +33 1 85 67 43
81abaudeyvignaud@technip.comorElodie Robbe-MouillotP: +33 1 85 67
43 86erobbemouillot@technip.comorMediaChristophe BélorgeotP:
+33 1 47 78 39 92cbelorgeot@technip.comorLaure MontcelP: +33 1 49
01 87 81lmontcel@technip.comorFor FMC
TechnologiesInvestorsMatt SeinsheimerP: +1
281.260.3665investorrelations@fmcti.comorMediaLisa
AlbistonP: +1 281.610.9076media.request@fmcti.comorLisa AdamsP: +1
281.405.4659media.request@fmcti.com
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