FMC Technologies, Inc. (NYSE:FTI) Files An 8-K Other Events
Item8.01
| Other Events. |
Technip S.A. (Technip) announced today that it was recently
contacted by the U.S. Department of Justice (DOJ), notably
regarding offshore platform projects awarded between 2003 and
2007 performed in Brazil by a joint venture company in which
Technip was a minority participant and handed over to clients by
2011. Technip has confirmed its intention to cooperate with the
DOJ in its inquiry into potential improper payments. Technip has
a clearly stated policy and commitment to conduct its business
with integrity, fully in line with its Ethics and Compliance
Program.
A copy of the announcement is attached as Exhibit 99.1 and is
incorporated herein by reference.
Important Information for Investors and
Securityholders
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
Section27A of the United States Securities Act of 1933, as
amended (the Securities Act), and Section21E 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 obtain
applicable regulatory or stockholder approvals in a timely manner
or otherwise; failure to satisfy other 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) (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 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 (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 (the SEC) and those described in Technip S.A.s
(Technip) annual reports, registration documents and other
documents filed from time to time with the French financial
markets regulator (Autorit des marchs 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section10 of the Securities Act and applicable European
regulations. Subject to certain exceptions to be approved by the
relevant regulators or certain
facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone
and the internet) of interstate or foreign commerce, or any
facility of a national securities exchange, of any such
jurisdiction.
Additional Information
Important Additional Information Has Been Filed with the
SEC
TechnipFMC has filed with the SEC a registration statement on
Form S-4, which includes a proxy statement of FMC Technologies
that also constitutes a prospectus of TechnipFMC (the proxy
statement/prospectus). The registration statement on Form S-4 was
declared effective by the SEC on October24, 2016 and a definitive
proxy statement/prospectus has been delivered as required by
applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES,
TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED
MATTERS. Investors and stockholders can obtain free
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC by the parties through the website
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders can obtain free copies of the definitive proxy
statement/prospectus and other documents filed with the SEC on
FMC Technologies website at www.fmctechnologies.com (for
documents filed with the SEC by FMC Technologies) or on Technips
website at www.technip.com (for documents filed with the SEC by
Technip).
Important Additional Information Has Been Made Available in an
Information Document
Technip has made available an information document in connection
with the Technip meeting of stockholders called to approve the
proposed transaction (the Information Document).
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ
THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED
OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and stockholders can
obtain free copies of the Information Document from Technip on
its website at www.technip.com.
Important Additional Information Will be Made Available in a
Prospectus Prepared in Accordance with the EU Prospectus
Directive
TechnipFMC will make publicly available a prospectus, prepared in
accordance with the EU Prospectus Directive 2003/71/EC, with
respect to the issuance of new shares as a result of the proposed
transaction and their admission to trading on the regulated
market of Euronext Paris (including any supplement thereto, the
Admission Prospectus). INVESTORS AND STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC
TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND
RELATED MATTERS. Investors and stockholders will be able
to obtain free copies of the Admission Prospectus from TechnipFMC
when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of FMC
Technologies and Technip, respectively, in respect of the
proposed transactions contemplated by the definitive proxy
statement/prospectus and the Information Document. Information
regarding the persons who are, under the rules of the SEC,
participants in the solicitation of the stockholders of FMC
Technologies and Technip, respectively, in connection with the
proposed transactions, including a description of their direct or
indirect interests, by security holdings or otherwise, is set
forth in the definitive proxy statement/prospectus filed with the
SEC. Information regarding FMC Technologies directors and
executive officers is contained in FMC Technologies Annual Report
on Form 10-K for the year ended December31, 2015 and its Proxy
Statement on Schedule 14A, dated March25, 2016, which are filed
with the SEC and can be obtained free of charge from the sources
indicated above. Information regarding Technips directors and
executive officers is contained in Technips Annual Report for the
year ended December31, 2015 filed with the AMF and can be
obtained free of charge from the sources indicated above.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
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| 99.1 | Announcement of Technip S.A. made on November 29, 2016 |
About FMC Technologies, Inc. (NYSE:FTI)
FMC Technologies, Inc. is a global provider of technology solutions for the energy industry. The Company designs, manufactures and services a range of systems and products, including subsea production and processing systems, surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine loading systems. Its segments include Subsea Technologies, Surface Technologies and Energy Infrastructure. The Subsea Technologies segment designs and manufactures products and systems, and provides services used by oil and gas companies involved in deepwater exploration and production of crude oil and natural gas. The Surface Technologies segment designs and manufactures products and systems, and provides services used by oil and gas companies involved in land and offshore exploration, and production of crude oil and natural gas. The Energy Infrastructure segment’s products and services include Measurement Solutions, Loading Systems and Separation Systems. FMC Technologies, Inc. (NYSE:FTI) Recent Trading Information
FMC Technologies, Inc. (NYSE:FTI) closed its last trading session down -0.09 at 33.22 with 4,635,362 shares trading hands.