PARIS & HOUSTON--(BUSINESS WIRE)--Dec. 21, 2016--
Regulatory News:
Technip S.A. (Paris:TEC) (ISIN:FR0000131708) (ADR:TKPPY) 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161221005725/en/
Source: Technip S.A.
For Technip
Investors
Aurélia
Baudey-Vignaud, +33 1 85 67 43 81
abaudeyvignaud@technip.com
or
Elodie
Robbe-Mouillot, +33 1 85 67 43 86
erobbemouillot@technip.com
or
Media
Christophe
Bélorgeot, +33 1 47 78 39 92
cbelorgeot@technip.com
or
Laure
Montcel, +33 1 49 01 87 81
lmontcel@technip.com
or
For
FMC Technologies
Investors
Matt Seinsheimer,
+1 281.260.3665
investorrelations@fmcti.com
or
Media
Lisa
Albiston, +1 281.610-9076
media.request@fmcti.com
or
Lisa
Adams, +1 281.405.4659
media.request@fmcti.com
