PARIS and HOUSTON, Dec. 21,
2016 /PRNewswire/ -- Technip S.A. (Euronext: TEC) and FMC
Technologies, Inc. (NYSE: FTI) announced today that the Chancery
Division of the High Court of Justice of England and Wales approved the European cross-border
merger between Technip and TechnipFMC and set the date of
completion for January 16, 2017,
after close of business.
The parties also announced the filing of a Delaware certificate of merger pursuant to
which FMC Technologies and a subsidiary of TechnipFMC will merge
effective immediately after the merger between Technip and
TechnipFMC on January 16, 2017, which
will complete the business combination between FMC Technologies and
Technip.
Trading of the TechnipFMC shares is expected to begin on
January 17, 2017, on Euronext Paris
at 9:00 a.m. (Paris time) and on the NYSE at 9:30 a.m. (New
York time).
This approval by the High Court of Justice is subject to the
Business Combination Agreement not having been terminated by the
parties, the approval by the AMF of the prospectus regarding the
listing of the TechnipFMC shares on Euronext Paris and the
TechnipFMC shares having been authorized for listing and trading on
Euronext Paris.
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.
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.
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) 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' 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 and those described in
Technip S.A.'s annual reports, registration documents and other
documents filed from time to time with the French financial markets
regulator (Autorité des marchés financiers). 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.
For more
information, contact
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For
Technip
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For FMC
Technologies
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Investors
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Investors
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Aurélia
Baudey-Vignaud
|
Matt
Seinsheimer
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P: +33 1 85 67 43
81
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P: +1
281.260.3665
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abaudeyvignaud@technip.com
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investorrelations@fmcti.com
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Elodie
Robbe-Mouillot
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P: +33 1 85 67 43
86
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erobbemouillot@technip.com
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Media
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Media
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Christophe
Bélorgeot
|
Lisa
Albiston
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P: +33 1 47 78 39
92
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P: +1
281.610-9076
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cbelorgeot@technip.com
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media.request@fmcti.com
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Laure
Montcel
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Lisa Adams
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P: +33 1 49 01 87
81
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P: +1
281.405.4659
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lmontcel@technip.com
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media.request@fmcti.com
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visit:http://www.prnewswire.com/news-releases/fmc-technologies-and-technip-combination-high-court-of-justice-approves-cross-border-merger-and-sets-closing-for-january-16-2017-300382768.html
SOURCE FMC Technologies, Inc.