Filed by FMC Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: FMC Technologies, Inc., Technip S.A. and FMC Technologies SIS Limited
Date: July 19, 2016
This filing relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and FMC Technologies SIS Limited
(Subject Company Commission File No.: 001-16489)
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This message has been sent to all employees.
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July 18, 2016
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Thierry Pilenko and Doug Pferdehirt update employees on merger progress
We are excited to share with you the good progress that has been made over the past 60 days toward the planned combination of our companies.
A strong future together
The production of oil and gas is undergoing a significant transformation and we need to be out front, shaping the new landscape and realizing the potential for innovation and integration in subsea, surface and onshore/offshore. Our activities and strengths are complementary, and we already share common values and similar cultures. The new TechnipFMC will create unprecedented opportunities and generate value for all our stakeholders.
Progress to date
We are pleased to report that integration planning is progressing well. In June we reached two significant milestones ahead of schedule:
| – | We signed the official merger agreement mid-June, following the conclusion of the works council consultation process in Europe. |
| – | Two weeks later, we received a successful early conclusion of the U.S. antitrust review from U.S. antitrust regulators. |
Internally, the planning for integration of the companies is picking up steam. In late June, we announced the principles and organization of the merger integration. As you’d expect in a company of project management experts, the planned integration is being organized as a project with a supporting program management office. The Executive Sponsor Team, consisting of senior leaders from both companies, will oversee the integration and ensure that the process is fair and transparent throughout.
First meeting of the new leadership team
We announced the senior leadership team of the new TechnipFMC on June 22. This team, which will meet regularly both pre- and post-merger, convened for the first time on July 8 in Paris, approving an integration plan and timetable that is built around the main pillars of our organization:
| – | Operational groups/business units: Surface, Onshore/Offshore, Subsea Services, Subsea Projects, and Products. |
| – | Accountable and empowered geographic organizations. |
| – | Functions that operate in shared services platforms across the operational and geographic organizations. |
The leadership team agreed to meet in September, coinciding with an investor conference in New York, then in Rome in October and in Houston in December, with additional meetings to be scheduled for 2017. The meetings will focus on the progress of integration planning and will cover specific agenda items around organizational structure.
What comes next?
We are working to obtain several other regulatory approvals and consents. Integration planning is ongoing, with several workstreams covering the operational and functional requirements needed for the new company, and the regional and country-based activities will gather momentum in the beginning of the fourth quarter. The power that comes from working as one integration team will drive us to a successful conclusion.
You might be asked to contribute to workstream activities and if you are, we trust you will provide the requested support in a timely manner.
Communication
We agreed at the leadership meeting in Paris to step up and broaden communication. Leadership team members will drive this effort, describing the merger and integration process and the world-leading businesses of FMC Technologies and Technip. In the coming weeks and months, you will continue to receive regular communications through many channels.
Business as usual in the meantime
As for current projects and daily business, until the transaction closes, our companies will continue to operate independently under their current leadership structures. We’re all eager to see the project completed, but for now it’s business as usual for each company until the merger is official. We have customers to serve and commitments that demand our unwavering attention.
We are extremely enthusiastic about this new chapter in the future of our two companies and are motivated by the enthusiasm all of you are demonstrating. Thanks for your continued support and flexibility throughout this important transaction, and for your continued hard work and commitment.
Sincerely,
| Doug Pferdehirt |
Thierry Pilenko | |
| President and COO |
Chairman and CEO | |
| FMC Technologies |
Technip |
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 FMC Technologies SIS 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 (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 Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, 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 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 will be able to obtain free copies of the 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 Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the “Report”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, 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 information document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in an 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 proxy statement/prospectus and the report. 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, will be set forth in the proxy statement/prospectus when it is 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.