McDermott International, Inc. (NYSE:MDR) and CB&I (NYSE:CBI)
today announced that the companies have received antitrust
clearance in Russia for their proposed combination. With this
clearance, McDermott and CB&I have received all the required
competition authority approvals for the transaction.
As previously announced on December 18, 2017, McDermott and
CB&I agreed to combine in an all-stock transaction to create a
premier vertically integrated onshore-offshore company with an
enterprise value of approximately $6 billion. Under the terms of
the proposed combination, upon completion, it is estimated that
McDermott stockholders will own approximately 53 percent of the
combined company on a fully diluted basis and CB&I shareholders
will own approximately 47 percent.
The combination is expected to be completed in the second
quarter of 2018. It remains subject to approval by McDermott’s and
CB&I’s shareholders, completion of financing and other closing
conditions.
About McDermott
McDermott is a leading provider of integrated engineering,
procurement, construction and installation (“EPCI”), front-end
engineering and design (“FEED”) and module fabrication services for
upstream field developments worldwide. McDermott delivers fixed and
floating production facilities, pipelines, installations and subsea
systems from concept to commissioning for complex Offshore and
Subsea oil and gas projects to help oil companies safely produce
and transport hydrocarbons. McDermott’s customers include national
and major energy companies. Operating in approximately 20 countries
across the world, McDermott’s locally focused and globally
integrated resources include approximately 11,800 employees, a
diversified fleet of specialty marine construction vessels,
fabrication facilities and engineering offices. McDermott is
renowned for its extensive knowledge and experience, technological
advancements, performance records, superior safety and commitment
to deliver. McDermott has served the energy industry since 1923,
and shares of its common stock are listed on the New York Stock
Exchange. As used in this press release, McDermott includes
McDermott International, Inc. and its subsidiaries and affiliates.
To learn more, visit www.mcdermott.com.
About CB&I
CB&I (NYSE:CBI) is a leading provider of technology and
infrastructure for the energy industry. With more than 125 years of
experience, CB&I provides reliable solutions to our customers
around the world while maintaining a relentless focus on safety and
an uncompromising standard of quality. For more information, visit
www.CBI.com.
Forward-Looking Statements
McDermott and CB&I caution that statements in this press
release which are forward-looking, and provide other than
historical information, involve risks, contingencies and
uncertainties that may impact actual results of operations of
McDermott, CB&I and the combined business. These
forward-looking statements include, among other things, the
estimated ownership levels of the two companies’ shareholders
following the combination and the expected timing for completion of
the combination. Although we believe that the expectations
reflected in those forward-looking statements are reasonable, we
can give no assurance that those expectations will prove to have
been correct. Those statements are made by using various underlying
assumptions and are subject to numerous risks, contingencies and
uncertainties, including, among others: the ability of McDermott
and CB&I to obtain the regulatory and shareholder approvals
necessary to complete the proposed combination, on the anticipated
timeline or at all; the risk that a condition to the closing of the
proposed combination may not be satisfied or that the proposed
combination may fail to close, including as the result of any
inability to obtain the financing for the combination; the outcome
of any legal proceedings, regulatory proceedings or enforcement
matters that may be instituted relating to the proposed
combination; the costs incurred to consummate the proposed
combination; the possibility that the expected synergies from the
proposed combination will not be realized, or will not be realized
within the expected time period; difficulties related to the
integration of the two companies, the credit ratings of the
combined business following the proposed combination; disruption
from the proposed combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the proposed
combination; adverse changes in the markets in which McDermott and
CB&I operate or credit markets; the inability of McDermott or
CB&I to execute on contracts in backlog successfully; changes
in project design or schedules; the availability of qualified
personnel; changes in the terms, scope or timing of contracts;
contract cancellations, change orders and other modifications and
actions by customers and other business counterparties of McDermott
and CB&I; changes in industry norms; and adverse outcomes in
legal or other dispute resolution proceedings. If one or more
of these risks materialize, or if underlying assumptions prove
incorrect, actual results may vary materially from those
expected. You should not place undue reliance on forward
looking statements. For a more complete discussion of these
and other risk factors, please see each of McDermott's and
CB&I's annual and quarterly filings with the U.S. Securities
and Exchange Commission (the “SEC”), including their respective
annual reports on Form 10-K for the year ended December 31,
2017. This press release reflects the views of McDermott's
management and CB&I's management as of the date hereof.
Except to the extent required by applicable law, McDermott and
CB&I undertake no obligation to update or revise any
forward-looking statement.
Additional Information and Where to Find It
This communication is for information purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any proxy, vote or approval
with respect to the proposed transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transactions, on
January 24, 2018, McDermott International, Inc. (“McDermott”) filed
a Registration Statement on Form S-4 with the SEC, that includes
(1) a joint proxy statement of McDermott and Chicago Bridge &
Iron Company N.V. (“CB&I”), which also constitutes a prospectus
of McDermott and (2) an offering prospectus of McDermott
Technology, B.V. to be used in connection with McDermott
Technology, B.V.’s offer to acquire CB&I shares. After the
registration statement is declared effective by the SEC, McDermott
and CB&I intend to mail a definitive joint proxy
statement/prospectus to stockholders of McDermott and shareholders
of CB&I. Additionally, McDermott Technology, B.V. intends to
file a Tender Offer Statement on Schedule TO-T (the “Schedule TO”)
with the SEC and soon thereafter CB&I intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Schedule 14D-9”) with respect to the exchange offer. The exchange
offer for the outstanding common stock of CB&I referred to in
this document has not yet commenced. The solicitation and offer to
purchase shares of CB&I’s common stock will only be made
pursuant to the Schedule TO and related offer to purchase. This
material is not a substitute for the joint proxy
statement/prospectus, the Schedule TO, the Schedule 14D-9 or the
Registration Statement or for any other document that McDermott or
CB&I may file with the SEC and send to McDermott’s and/or
CB&I’s shareholders in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR
DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF
CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND
CB&I WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I
AND THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free copies of the Registration
Statement, joint proxy statement/prospectus, Schedule TO and
Schedule 14D-9, as each may be amended from time to time, and other
relevant documents filed by McDermott and CB&I with the SEC
(when they become available) at http://www.sec.gov, the SEC’s
website, or free of charge from McDermott’s website
(http://www.mcdermott.com) under the tab, “Investors” and under the
heading “Financial Information” or by contacting McDermott’s
Investor Relations Department at (281) 870-5147. These documents
are also available free of charge from CB&I’s website
(http://www.cbi.com) under the tab “Investors” and under the
heading “SEC Filings” or by contacting CB&I’s Investor
Relations Department at (832) 513-1068.
Participants in Proxy Solicitation
McDermott, CB&I and their respective directors and certain
of their executive officers and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from
McDermott’s and CB&I’s shareholders in connection with the
proposed transactions. Information regarding the officers and
directors of McDermott is included in its annual report on Form
10-K/A for the year ended December 31, 2017 filed with SEC on March
8, 2018. Information regarding the officers and directors of
CB&I is included in its definitive proxy statement for its 2017
annual meeting filed with the SEC on March 24, 2017. Additional
information regarding the persons who may be deemed participants
and their interests will be set forth in the Registration Statement
and joint proxy statement/prospectus and other materials when they
are filed with the SEC in connection with the proposed
transactions. Free copies of these documents may be obtained as
described in the paragraphs above.
McDermott Contacts
Media
Adam Morgan Director, Global Communications &
Marketing +1 (281) 253-9005 amorgan@mcdermott.com
Finsbury Kal Goldberg / Winnie Lerner / Chris
Ryall +1 (646) 805-2855
Investors
Ty Lawrence Vice President, Treasurer and Investor Relations +1
(281) 870-5147 tplawrence@mcdermott.com
Mackenzie PartnersBob Marese / John Bryan+1
(800) 322-2885
CB&I Contacts
Media
Gentry BrannSenior Vice President, Global Communications and
Brand Management+1 (832) 513-1031Gentry.Brann@CBI.com
Joele Frank, Wilkinson Brimmer KatcherDan
Katcher / Ed Trissel / Leigh Parrish+1 (212) 355-4449
Investors
Scott Lamb Vice President, Investor Relations+1 (832)
513-1068Scott.Lamb@CBI.com
Innisfree M&A
Arthur Crozieracrozier@innisfreema.com +1 (212) 750-5833
Larry Miller lmiller@innisfreema.com +1 (212) 750-5833
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