Item 2.01. Completion of Acquisition or Disposition of Assets
On January 16, 2017, pursuant to the Business Combination Agreement, dated as of June 14, 2016, as amended (the “Business
Combination Agreement”), providing for a business combination among FMC Technologies, Inc., a Delaware corporation (“FMCTI” or the “Company”), Technip S.A., a French
société anonyme
(“Technip”), and TechnipFMC plc (f/k/a FMC Technologies SIS Limited), a public limited company incorporated under the laws of England and Wales (“TechnipFMC”), (i) Technip merged with and into TechnipFMC (the “Technip
Merger”), with TechnipFMC surviving the merger, and immediately thereafter and conditional upon the consummation of the Technip Merger, (ii) a wholly owned indirect subsidiary of TechnipFMC (“Merger Sub”) merged with and into the
Company (the “FMCTI Merger” and, together with the Technip Merger, the “Transaction”), with the Company surviving as a wholly owned subsidiary of TechnipFMC.
Pursuant to the Technip Merger, each Technip ordinary share, (each, a “Technip Ordinary Share”) that was outstanding as of
immediately prior to the effective time of the Technip Merger, other than Technip Ordinary Shares owned by Technip or its subsidiaries, was automatically exchanged for two ordinary shares of nominal value $1.00 each in TechnipFMC’s share
capital (each, a “TechnipFMC Ordinary Share”).
Pursuant to the FMCTI Merger, each share of common stock of the Company
(“FMCTI Common Stock”) that was outstanding as of immediately prior to the effective time of the FMCTI Merger, other than FMCTI Common Stock owned by the Company, TechnipFMC, Merger Sub or their respective subsidiaries, was automatically
exchanged for one TechnipFMC Ordinary Share.
The issuance of TechnipFMC Ordinary Shares in connection with the Transaction was registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to TechnipFMC’s registration statement on Form S-4 (File No. 333-213067) initially filed with the U.S. Securities and Exchange Commission
(“SEC”) on August 10, 2016 (as amended, the “Registration Statement”), and declared effective on October 24, 2016. The definitive proxy statement/prospectus of the Company and TechnipFMC, dated October 25, 2016,
that forms a part of the Registration Statement contains additional information about the Transaction and the other transactions contemplated by the Business Combination Agreement, including a description of the treatment of equity awards and
information concerning the interests of directors, executive officers and affiliates of TechnipFMC, the Company and Technip in the Transaction.
TechnipFMC Ordinary Shares were approved for listing on the New York Stock Exchange (“NYSE”) and the regulated market of Euronext
Paris (“Euronext Paris”), in each case trading under the symbol “FTI.”
Prior to the Transaction, shares of FMCTI
Common Stock were registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NYSE, and Technip Ordinary Shares were listed on Euronext Paris. FMCTI Common Stock
and the Technip Ordinary Shares were suspended from trading on the NYSE and Euronext Paris, respectively, prior to the open of trading on January 17, 2017. In addition, the NYSE has filed a Form 25 on the Company’s behalf to withdraw
shares of FMCTI Common Stock from listing and terminate the registration of such shares under Section 12(b) of the Exchange Act. The Company intends to file a Form 15 with the SEC to terminate the registration of the shares of FMCTI Common
Stock under the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act in approximately ten days.
The foregoing description of the Business Combination Agreement and the Transaction does not purport to be complete and is qualified in its
entirety by reference to the full text of the Business Combination Agreement filed as Exhibit 2.1 to the Registration Statement, which is incorporated herein by reference.