PARIS & HOUSTON --(BUSINESS WIRE)--
Technip S.A. (Paris:TEC) (ISIN:FR0000131708) (ADR:TKPPY) and FMC Technologies, Inc. (NYSE:FTI, “FMC Technologies”) announce that TechnipFMC plc (“TechnipFMC”) secured today visa no. 2017-015 from the French stock market regulator (Autorité des Marchés Financiers, “AMF”) for its prospectus relating to the listing of its ordinary shares on the Euronext Paris regulated market (the “Prospectus”).
The Prospectus was prepared as part of the admission to trading on Euronext Paris of all the ordinary shares of TechnipFMC that will be issued in connection with the completion of the combination between FMC Technologies and Technip. The AMF visa on the Prospectus was the last remaining regulatory approval required in connection with the closing of the combination.
Subject to the Business Combination Agreement, the combination will be completed after the close of business on January 16, 2017, which is the last day on which Technip shares will be traded on Euronext Paris. The last day of trading of the FMC Technologies shares on the NYSE will be January 13, 2017, given that January 16 is a federal holiday in the United States. The TechnipFMC ordinary shares will be listed under ticker “FTI” on January 17, 2017, starting from the opening of the respective trading sessions on Euronext Paris (9:00 a.m. CET) and on the NYSE (9:30 a.m. EST).
The Prospectus is available to investors outside of the United States on the respective websites of Technip and the AMF. An electronic copy of the Prospectus will be submitted to the U.K.’s National Storage Mechanism and will be available to investors outside of the United States for inspection.
The Prospectus is intended solely to comply with the EU Prospectus Directive, and was prepared in connection with the listing on Euronext Paris. The Prospectus does not constitute an offer to sell or to subscribe for or a solicitation of an offer to purchase or to subscribe for the shares described therein. TechnipFMC’s registration statement on Form S-4 was declared effective by the SEC on October 24, 2016, and is available on the respective websites of FMC Technologies, Technip and the SEC.
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 29,400 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 14,300 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.
Important Information for Investors and Securityholders
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 U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. 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 termination of the Business Combination Agreement by the parties; failure to obtain favorable opinions from counsel for each company to the effect of how 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 company 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, Inc.’s (“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 U.S. Securities and Exchange Commission (the “SEC”) 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 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 and regulations.
You must read the following disclaimer before continuing. This disclaimer applies to the following summary of the Prospectus (the “Prospectus Summary”) and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Prospectus Summary.
The Prospectus has been filed with the Autorité des Marchés Financiers (the French stock market regulator) pursuant to the requirements of the EU Prospectus Directive (Directive 2003/71/EC of November 4, 2003, as amended) in connection with the listing of the shares of TechnipFMC plc on Euronext Paris. No securities are being offered for sale or subscription in connection with the business combination between Technip S.A., and FMC Technologies, Inc. Accordingly, the Prospectus Summary is not intended to be an offer to sell or to subscribe for or a solicitation of an offer to purchase or to subscribe for the shares described herein, especially in any jurisdiction in which such an offer or solicitation would be unlawful under the laws of that jurisdiction.
The Prospectus is not being used, is not intended for use and may not be used, to make an offer of securities directly or indirectly in the United States of America, or by use of the U.S. mail or any U.S. means or instrumentality of U.S. interstate or foreign commerce or any facility of a U.S. national securities exchange.
This summary consists of a series of key elements, referred to as “Elements”. The Elements are numbered in Sections A - E (A.1 - E.7).
This summary contains all the Elements required to be included in a summary for this type of security and issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of the words “Not applicable”.
Section A – Introduction and warnings
|Annexes and Element||Disclosure requirement|
|A.1||Introduction and Warning|| This summary must be read as an introduction to the Prospectus. |
Any decision to invest in the securities for which the admission to trading on a regulated market is being requested should be based on consideration of the Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, according to the national legislation of the Member States of the European Economic Area or parties to the agreement on the European Economic Area where the claim is brought, have to bear the costs of translating the Prospectus before legal proceedings are initiated.
Persons who have presented this summary, including any translation thereof and requested its notification pursuant to Article 212-41 of the AMF General Regulation, may be subject to civil liability only if the content of this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus, or if it does not provide, when read together with other parts of the Prospectus, key information in order to assist investors who are considering investing in these securities.
|A.2||Subsequent Resale of Securities or Final Placement of Securities through Financial Intermediaries||Not applicable.|
Section B – Company
|Annexes and Element||Disclosure requirement|
|B.1||Legal Name||TechnipFMC plc|
|B.2||Registered Office||One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom|
|Legal Form||Public limited company incorporated and organized under the laws of England and Wales|
|Applicable Legislation||English law|
|Country of Incorporation||England|
|B.3||Operations and Principal Activities||TechnipFMC |
TechnipFMC is currently a wholly owned subsidiary of FMCTI. On December 9, 2015, TechnipFMC was incorporated under the laws of England and Wales as a private limited company under the name FMC Technologies SIS Limited, for the purpose of entering into the Business Combination Agreement. On August 4, 2016, the legal name of TechnipFMC was changed to TechnipFMC Limited. On January 11, 2017, TechnipFMC, formerly a private limited company, was re-registered as a public limited company incorporated under the laws of England and Wales.
TechnipFMC has not conducted any business operations other than those which are incidental to its formation, to enter into the MOU, the Business Combination Agreement and the Merger Terms and in connection with the transactions contemplated by these agreements. As of the date of this Prospectus, TechnipFMC does not beneficially own any FMCTI Shares or Technip Shares.
Following the Mergers, TechnipFMC will be the holding company of the combined businesses of FMCTI and Technip, and TechnipFMC Shares will be listed on the NYSE and Euronext Paris.
Following the Mergers, TechnipFMC will:
The principal executive offices of TechnipFMC are located at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom and its telephone number at that address is +44 203 429 3950.
FMC Technologies, Inc.
FMCTI, a Delaware corporation, is a global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. FMCTI, which became a standalone company in 2001, designs, manufactures and services technologically sophisticated systems and products, including subsea production and processing systems, surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine loading systems for the energy industry. As of December 31, 2016, FMCTI had approximately 14,300 full-time employees, comprised of approximately 4,300 in the United States and approximately 10,000 in non-U.S. locations.
FMCTI operates under three reportable segments:
FMCTI Shares are listed on the NYSE under the symbol “FTI”.
The principal executive offices of FMCTI are located at 5875 N. Sam Houston Parkway W., Houston, Texas 77086, United States, and its telephone number at that address is +1 281 591 4000.
Technip, a French société anonyme, is the holding company of a world leader in project management, engineering and construction for the energy sector and offers a comprehensive portfolio of innovative solutions and technologies. As of December 31, 2016, the Technip group employed a workforce of approximately 29,400 people from 118 nationalities. Technip operates on five continents and in 45 countries. Technip’s production facilities (for flexible pipes and umbilicals), manufacturing yard, logistics bases and spoolbases are located in Angola, Brazil, Finland, France, Indonesia, Malaysia, Norway, the United Kingdom and the United States. As of December 31, 2016, Technip held an interest in or operated 21 vessels specialized in subsea rigid and flexible pipelines, subsea construction and diving support, four of which are under construction.
Technip possesses integrated capacity and recognized expertise in Subsea, Onshore and Offshore. Technip is active in two segments of the global oil and gas industry, Subsea and Onshore/Offshore, which are described as follows:
Technip Shares are listed on Euronext Paris under the symbol “TEC”. Technip’s American Depositary Receipts are traded in the United States in the OTCQX marketplace of the OTC Markets Group.
The principal executive offices of Technip are located at 89, avenue de la Grande Armée, 75116 Paris, France, and its telephone number at that address is +33 1 47 78 24 00.
Forsys Subsea Limited
Forsys Subsea, a private limited company incorporated under the laws of England and Wales on June 1, 2015, is an affiliated company in the form of a 50/50 joint venture between FMCTI and Technip. Forsys Subsea combines the proprietary technologies of FMCTI and Technip to offer front-end engineering design services aimed at identifying opportunities through new technologies, services and standardization of equipment to significantly reduce the cost of subsea field development and maximize well performance. The 2015 agreement between FMCTI and Technip and the formation of Forsys Subsea also created an alliance between FMCTI and Technip and serves as the predecessor to the Mergers, and in part, the framework to a combined company.
TechnipFMC US Merger Sub, LLC
TechnipFMC US Merger Sub, LLC was formed under the laws of the State of Delaware on October 17, 2016 as a wholly owned indirect subsidiary of FMCTI. On January 9, 2017, FMCTI contributed its entire interest in the entity that wholly owns TechnipFMC US Merger Sub, LLC to TechnipFMC, making TechnipFMC US Merger Sub, LLC a wholly owned indirect subsidiary of TechnipFMC. TechnipFMC US Merger Sub, LLC has not conducted any business operations other than those incidental to its formation and in connection with the transactions contemplated by the Business Combination Agreement.
The principal executive offices of TechnipFMC US Merger Sub, LLC are located at 5875 N. Sam Houston Parkway W., Houston, Texas 77086, United States, and its telephone number at that address is +1 281 591 4000.
|B.4a||Significant Recent Trends||Technip |
As announced by Technip on October 27, 2016:
FMC Technologies, Inc.
As disclosed by FMCTI in its report on Form 10-Q filed with the SEC on October 27, 2016:
|B.5||Group Description|| |
Following Admission, it is expected that the structure chart of the group will be as follows:
*Immediately following the consummation of the Mergers, it is expected that former Technip stockholders will own approximately 51.1% of TechnipFMC and former FMCTI stockholders will own approximately 48.9% of TechnipFMC, on a fully diluted basis as of January 4, 2017 (i.e., taking into account the effect of all the dilutive instruments, being performance shares and stock options for Technip and restricted stock units for FMCTI, using the treasury method).
**FMCTI will be held by TechnipFMC through one or more wholly owned holding companies.
|B.6||Major Stockholders|| |
Based on the information known to Technip and FMCTI as at September 30, 2016 (being the latest practicable date prior to publication of this Prospectus), the following persons are interested directly and indirectly in Technip Shares or in FMCTI Shares in such proportion that they would be interested directly or indirectly in 3% or more of the voting rights in respect of the issued ordinary share capital of TechnipFMC immediately following completion of the Mergers:
|Number of TechnipFMC Shares*||Percentage of issued TechnipFMC Shares*|
|The Vanguard Group, Inc.||27,425,722||5.88%|
|State Street Corporation||17,958,480||3.85%|
|J.P. Morgan Chase and Company||14,099,752||3.02%|
* Immediately following completion of the Mergers.
** On November 8, 2016, Bpifrance Participations informed Technip that, as of November 4, 2016, it held 7.44% of Technip’s share capital and 11.16% of Technip’s voting rights.
None of the TechnipFMC ordinary stockholders will have different voting rights attached to the shares they hold in TechnipFMC.
As of the date of this Prospectus, TechnipFMC is not aware of any person or persons who directly or indirectly, jointly or severally, exercise or could exercise control over TechnipFMC following completion of the Mergers.
|B.7||Key Financial Information||See Element B.8 below.|
|B.8||Key Pro Forma Financial Information|| |
TechnipFMC has been recently incorporated and has no operating history, except for those actions taken in furtherance to the Mergers, and no revenues.
The unaudited pro forma condensed combined financial information, which is referred to as the pro forma financial statements, give effect to the Mergers to be accounted for under the acquisition method of accounting in accordance with International Financial Reporting Standard 3 “Business Combinations”(“IFRS 3”), with Technip identified as the accounting acquirer.
The unaudited pro forma condensed combined statements of income have been prepared to give effect to the Mergers as if they had been completed on January 1, 2015. The unaudited pro forma condensed combined statement of financial position has been prepared to give effect to the Mergers as if they had been completed on June 30, 2016.
The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial position and results of operations of Technip and FMCTI. The unaudited pro forma condensed combined financial statements should be read in conjunction with the information contained in the sections entitled “The Mergers,” “Selected Historical Consolidated Financial Data For Technip,” “Selected Historical Consolidated Financial Data for FMCTI”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Technip” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FMCTI”of this Prospectus and the historical consolidated financial statements and related notes appearing elsewhere, or incorporated within, this Prospectus.
The unaudited pro forma condensed combined financial information, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and therefore does not represent the combined company’s actual financial position or results.
As of and for the six
|As of and for the |
December 31, 2015
|(In millions of U.S. dollars, except per share data)|
|Operating Income / (Loss) from Recurring Activities After Income / (Loss) of Equity Affiliates||544.8||1,367.8|
|Net income/(Loss) for the year||241.4||167.9|
|Basic Earnings per Shares||0.52||0.33|
|Diluted Earnings per Shares||0.52||0.32|
|Total equity attributable to Shareholders of the Parent Company||12,440.5||not disclosed|
|Cash and Cash equivalents||4,025.3||not disclosed|
|B.9||Profit Forecasts or Estimates|| Not applicable. |
No profit forecast nor estimate for TechnipFMC has been included in the Prospectus.
|B.10||Qualifications in the Audit Report on the Historical Financial Information|| Not applicable. |
There are no qualifications in the audit reports on Technip, FMCTI or TechnipFMC historical financial information included in the Prospectus.
|B.11||Net Working Capital||In the opinion of TechnipFMC, the working capital available to TechnipFMC, once the Mergers are effective, is sufficient for TechnipFMC to meet its requirements for a period of 12 months following the date of this Prospectus.|
Section C – Shares
|Annexes and Element||Disclosure requirement|
|C.1||Type and Class of Securities|| TechnipFMC Shares whose admission to the regulated market of Euronext Paris has been granted will comprise all of the shares in the share capital of TechnipFMC to be issued in connection with the Mergers, i.e., approximately 466,461,155 ordinary shares. |
The shares mentioned above are ordinary shares with a nominal value of one U.S. dollar ($1) and will be fully paid upon completion of the Mergers. Those shares do not exist yet on the date of this Prospectus.
The TechnipFMC Shares will also be admitted to trading on the NYSE.
ISIN code: GB00BDSFG982
Trading symbol: “FTI”
|C.2||Currency|| TechnipFMC Shares are denominated in U.S. dollar. |
Trading of the TechnipFMC Shares on Euronext Paris will be in Euro.
Trading of the TechnipFMC Shares on the NYSE will be in U.S. dollar.
|C.3||Issued Share Capital||See Element C.1 above.|
|C.4||Description of the Rights Attached to the Shares|| Under English law and the TechnipFMC Articles, the main rights attached to the shares of TechnipFMC are the following: |
|C.5||Restriction on the Free Transferability of the Shares|| Not applicable. TechnipFMC Shares are freely transferable and there are no restrictions on transfer while held through the facilities of DTC and/or Euroclear. |
The TechnipFMC board of directors may, in its absolute discretion, refuse to register the transfer of securities in certificated form in certain circumstances in accordance with the TechnipFMC Articles.
|C.6||Admission|| Admission of the TechnipFMC Shares on Euronext Paris after completion of the Mergers has been granted. |
Details of listing of TechnipFMC Shares are set forth in a notice released on January 6, 2017.
Upon the opening of business on the first trading day after the Technip Merger Effective Time (i.e., January 17, 2017), TechnipFMC Shares will be traded on the listing line “FTI” by Euronext.
The TechnipFMC Shares have been registered for issuance with the SEC and an application has also been approved for the TechnipFMC Shares to be listed, upon official notice of issuance, on the NYSE.
|C.7||Dividend Policy|| TechnipFMC intends to adopt a dividend policy in the future. Any future TechnipFMC dividends will remain subject to approval by the TechnipFMC board of directors and available distributable reserves of TechnipFMC. |
Following the effective date of the Mergers, it is expected that TechnipFMC will capitalize some or all of the reserves arising as a result of the Mergers by the allotment by TechnipFMC of a bonus share, which will be paid up using some or all of such reserves, such that the amount of such reserves, so applied, less the nominal value of the bonus share, would be applied as share premium and accrue to TechnipFMC’s share premium account.
It is then expected that TechnipFMC will implement a court-approved reduction of its capital in order to create distributable profits to support the payment of possible future dividends or future share repurchases.
Section D – Risks
|Annexes and Element||Disclosure requirement|
|D.1||Key Risks related to Technip, FMCTI and TechnipFMC and its Industry|| |
Key risks relating to Technip, FMCTI and TechnipFMC and its industry are listed below:
|D.3||Key Risks Related to the Shares|| The main risks related to the TechnipFMC Shares are the following: |
Section E – Offer
|Annexes and Element||Disclosure requirement|
|E.1||Net Proceeds of the Offer||Not applicable.|
|Estimate of the Total Expenses of the Mergers and Admission||The amount of the expenses incurred in connection with the Mergers and Admission, including the fees and expenses of financial advisors, lawyers, accountants, and communication consultants, is estimated at approximately $174 million.|
|E.2a||Reason for the Offer and Use of Proceeds||Not applicable.|
|E.3||Terms and Conditions of the Offer|| |
The timetable below sets out on an indicative basis the main steps of the Mergers and of the Admission:
|May 19, 2016||Announcement of the Mergers|
|October 24, 2016||Date of Effectiveness of the Registration Statement on Form S-4|
|October 25, 2016||Publication of the Information Document on the Technip website|
|December 5, 2016|| Technip Extraordinary Stockholders’ Meeting and Technip Special Stockholders’ Meeting |
FMCTI Special Meeting
|December 6, 2016||TechnipFMC stockholder meeting|
|December 21, 2016||Issuance of the Technip Merger Order by the English Court|
|January 6, 2017||Publication by Euronext of the merger notice and admission notice|
|January 11, 2017||Re-registration of TechnipFMC as a public limited company|
|January 13, 2017|| Publication of this Prospectus |
Last day of trading of the FMCTI Shares on the NYSE (given that January 16, 2017 is a federal holiday in the United States)
|January 16, 2017|| Last day of trading of the Technip Shares on Euronext Paris |
Completion of the Mergers
|January 17, 2017|| Delisting of the Technip Shares from Euronext Paris |
Opening of trading of the TechnipFMC Shares on Euronext Paris (9:00 a.m. CET)
Opening of trading of the TechnipFMC Shares on the NYSE (9:30 a.m. EST)
|E.4||Material Interests to the Offer||Not applicable.|
|E.5||Selling Shareholder and Lock-Ups||Not applicable.|
|Dilution Resulting from the Offer||It is expected that existing FMCTI stockholders will own approximately 48.9% of TechnipFMC on a fully diluted basis and existing Technip stockholders will own approximately 51.1% of TechnipFMC on a fully diluted basis, in each case immediately following completion of the Mergers.|
|E.7||Estimated Expenses Charges to the Investor by the Combined Company||Not applicable.|
(c)Business Wire. All of the news releases contained herein are protected by copyright and other applicable laws, treaties and conventions. Information contained in the releases is furnished by Business Wire's members, who warrant that they are solely responsible for the content, accuracy and originality of the information contained therein. All reproduction, other than for an individual user's personal reference, is prohibited without prior written permission.