Regulatory News:
FMC Technologies Inc. (NYSE: FTI) and Technip S.A. (Paris:TEC)
(ISIN:FR0000131708) (ADR:TKPPY) (Euronext: TEC) announced that the
companies’ respective shareholders voted today to approve the
proposed business combination of Technip and FMC Technologies.
Shareholders of both companies voted in favor of resolutions
required for the consummation of the proposed combination when they
met separately today. FMC Technologies held a special meeting of
its shareholders. Technip held an extraordinary general meeting of
Technip shareholders, as well as a special meeting of Technip
shareholders that hold double voting rights.
The proposed combination remains subject to certain regulatory
approvals and consents, as well as other customary closing
conditions. In accordance with English law, the completion date
will be set by an order of the Chancery Division of the High Court
of Justice expected to be issued on December 21, 2016. The
transaction is expected to close in early 2017.
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
satisfy certain 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161205006069/en/
For more information, contactFor
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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