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: December 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 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.
***
|
Press Release
|
Additional information - Share buyback
program
Technip
has now completed the acquisition of Technip shares announced under its share buyback program, in line with its stated policy to
neutralize the dilution created by the scrip dividend. In addition to the 3,093,601 Technip shares purchased under a terminated
share purchase agreement, 74,555 Technip shares were also purchased under a new share purchase agreement.
All of
these 3,168,156 shares will be cancelled in December by the Technip board of directors, pursuant to the authorization given by
the Annual General Meeting of April 23, 2015.
Additional information – Bondholders’
meetings
Technip
convened the holders of its bonds (private placements, OCEANEs and cash-settled convertible bonds) at meetings on October 26, October
31, November 8 and November 15, 2016 to vote on the contemplated cross-border merger with and into TechnipFMC. The resolutions
submitted to some of the bondholders’ meetings were not able to be approved. As permitted under applicable law, the Board
of directors of Technip has decided to disregard such outcome and to proceed with the merger, subject to the approval of the transaction
by the shareholders of Technip and TechnipFMC and to the other conditions precedent set forth in the cross-border merger terms.
°
° °
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, 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).
|
Press Release
|
Analyst and Investor Relations
|
|
Aurélia Baudey-Vignaud
|
Tel.: +33 (0) 1 85 67 43 81, e-mail: abaudeyvignaud@technip.com
|
Elodie Robbe-Mouillot
|
Tel.: +33 (0) 1 47 78 43 86, e-mail: erobbemouillot@technip.com
|
|
|
Public Relations
|
|
Christophe Bélorgeot
|
Tel.: +33 1 47 78 39 92
|
Laure Montcel
|
Tel.: +33 (0)1 49 01 87 81
|
Delphine Nayral
|
Tel.: +33 (0)1 47 78 34 83, e-mail: press@technip.com
|
|
|
More information
|
|
Website
|
http://www.technip.com
|
|
@TechnipGroup
|
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
|
Press Release
|
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
|
Press Release
|
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
|
Press Release
|
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.
TechnipFMC (NYSE:FTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
TechnipFMC (NYSE:FTI)
Historical Stock Chart
From Apr 2023 to Apr 2024