FMC Technologies and Technip Announce Designees to Board of Directors of Combined Company
Regulatory News:
Technip S.A. (Paris:TEC) (ISIN:FR0000131708) (ADR:TKPPY) (Euronext: TEC)
and FMC Technologies, Inc. (NYSE: FTI) today announced their respective
designees to the Board of Directors of the combined company, TechnipFMC,
effective at the close of the proposed combination.
The Board of Directors of the combined company will comprise 14
directors, seven designated by FMC Technologies and seven designated by
Technip as set forth below. FMC Technologies will appoint the initial
Independent Lead Director, in accordance with the terms of the Business
Combination Agreement. The Board of Directors will have four committees:
Audit, Nominating and Governance, Compensation, and Strategy. The
committee chairs and Independent Lead Director are indicated below.
The slate of directors nominated by Technip is:
-
Thierry Pilenko, future Executive Chairman of TechnipFMC and
designated Chair of the Strategy Committee
-
Arnaud Caudoux (Bpifrance designee)
-
Pascal Colombani
-
Marie-Ange Debon (designated Chair of the Audit Committee)
-
Didier Houssin
-
John O’Leary
-
Joseph Rinaldi
The slate of directors nominated by FMC Technologies is:
-
Douglas J. Pferdehirt, future Chief Executive Officer of TechnipFMC
-
Eleazar de Carvalho Filho
-
Claire S. Farley
-
Peter Mellbye (designated Chair of the Nominating and Governance
Committee)
-
Richard A. Pattarozzi (designated Independent Lead Director)
-
Kay G. Priestly
-
James M. Ringler (designated Chair of the Compensation Committee)
As previously announced, the transaction is expected to be completed in
early 2017 and is subject to approval by FMC Technologies’ and Technip’s
stockholders, the receipt of required antitrust and regulatory
clearances and other customary closing conditions.
Brief biographies for each of the new Board of Directors designees are
included below.
Arnaud Caudoux is Chief Financial Officer, Executive
Director and Head of guarantee activities of Bpifrance. Prior to this
role, he held various executive positions at Bpifrance and OSEO. Mr.
Caudoux started his career in 1997 at Accenture as a consultant before
joining AT Kearney.
Pascal Colombani has been a member of the Technip board of
directors since 2007. He is Chairman of the Advisory Board of A.T.
Kearney, a member of the European Advisory Board of JPMorgan Chase,
non-executive Chairman of the Board of Directors of Valeo, a member of
the Boards of Directors of Alstom and Siaci-Saint-Honoré and Chairman of
the Board of Directors of Noordzee Helikopters Vlaanderen (NHV). He held
various executive positions and directorships in both the public and
private sectors, including in Schlumberger, the French Ministry of
Research, the French Atomic Energy Commission (CEA) and Areva.
Eleazar de Carvalho Filho has been a member of the FMC
Technologies board of directors since 2010. Mr. de Carvalho Filho is a
Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda.,
Sinfonia Consultoria Financeira e Participações Ltda., Iposeira Capital
Ltda. and STK Capital Gestora de Recursos Ltda. Mr. de Carvalho Filho
also currently serves on the board of directors of publicly traded
Brookfield Renewable Energy Partners L.P., Companhia Brasileira de
Distribuicão—Grupo Pão de Acúcar and Cnova N.V.
Marie-Ange Debon has been a member of the Technip board of
directors since 2010. She is Senior Executive Vice President of Suez
Group and Chief Executive Officer of the International Division. Mrs.
Debon has served in various positions in both the public and private
sectors, including in the French Audit Commission (Cour des Comptes),
France 3, Thomson and the Collège de l’Autorité des Marchés Financiers
(the French Financial Market Authority).
Claire S. Farley has been a member of the FMC Technologies
board of directors since 2009. Ms. Farley is a member of KKR Management
LLC as of December 2012. She works in KKR’s Energy Group and began her
affiliation with KKR in September 2010 as a co-founder of RPM Energy,
LLC, a privately-owned oil and gas exploration and development company.
Ms. Farley also currently serves on the board of directors of publicly
traded LyondellBasell Industries B.V.
Didier Houssin has been a member of the Technip board of
directors since 2016. Mr. Houssin is the Chairman and Chief Executive
Officer of IFP Énergies nouvelles since April 8, 2015. He also held
various international and executive positions both in the French
Government and the private industrial sector, including the
International Energy Agency, BRGM, the French Geological Survey, the
French Ministry of Economy and Finance and Total.
Peter Mellbye has been a member of the FMC Technologies
board of directors since 2013. Mr. Mellbye served as Executive Vice
President, Development & Production, International, of Statoil ASA from
January 2011, where he worked from 1982 until his retirement in
September 2012.
John O’Leary has been a member of the Technip board of
directors since 2007. Mr. O’Leary is the Chief Executive Officer of
Strand Energy (Dubai) and sits on the Supervisory Boards of Huisman
Itrec and Jumbo Shipping. He also held various executive positions in
Pareto Offshore ASA, the Forasol-Foramer group and the group resulting
from the merger between Forasol-Foramer and Pride International.
Richard A. Pattarozzi has been a member of the FMC
Technologies board of directors since 2002. Mr. Pattarozzi served as
Vice President of Shell Oil Company, where he had worked since October
1991, from March 1999 until his retirement in January 2000. Mr.
Pattarozzi also currently serves on the board of directors of publicly
traded Stone Energy Corporation and Tidewater Inc.
Douglas J. Pferdehirt is the President and Chief Executive
Officer of FMC Technologies and has been a member of the FMC
Technologies board of directors since 2016. Prior to joining FMC
Technologies as Chief Operating Officer in August 2012, Mr. Pferdehirt
worked for Schlumberger Limited for more than 26 years in a number of
executive leadership positions.
Thierry Pilenko is the Chairman and Chief Executive
Officer of Technip and has been a member of the Technip board of
directors since 2007. Before joining Technip in 2007, Mr. Pilenko was
Chairman and Chief Executive Officer of Veritas DGC. Prior to this, Mr.
Pilenko held various management and executive positions with
Schlumberger where he started in 1984 as a geologist.
Kay G. Priestly has been a member of the FMC Technologies
board of directors since 2015. Ms. Priestly served as Chief Executive
Officer of Turquoise Hill Resources Ltd., an international mining
company, from May 2012 until her retirement in December 2014. Ms.
Priestly also currently serves on the board of directors of publicly
traded Stone Energy Corporation and Tidewater Inc.
Joseph Rinaldi has been a member of the Technip board of
directors since 2009. He is a partner in the international law firm of
Davis Polk & Wardwell and has been a senior partner in the Paris office.
James M. Ringler has been a member of the FMC Technologies
board of directors since 2001. Mr. Ringler has served as non-executive
Chairman of the Board of Teradata Corporation, a provider of database
software, data warehousing and analytics, since October 2007. Mr.
Ringler served as Vice Chairman of Illinois Tool Works Inc. until his
retirement in 2004. Mr. Ringler also currently serves on the board of
directors of publicly traded Autoliv Inc., John Bean Technologies
Corporation and the Dow Jones Chemical Company.
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.
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.
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 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 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 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 (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.
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 pursuant 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 Section 10 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 October 24, 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 Technip’s
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 December 31, 2015 and its Proxy Statement on Schedule
14A, dated March 25, 2016, which are filed with the SEC and can be
obtained free of charge from the sources indicated above. Information
regarding Technip’s directors and executive officers is contained in
Technip’s Annual Report for the year ended December 31, 2015 filed with
the AMF and can be obtained free of charge from the sources indicated
above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161123005732/en/
Copyright Business Wire 2016
