AMEC Successfully Completes Offer for Foster Wheeler
AMEC plc (“AMEC”) and AMEC International Investments BV, AMEC’s direct wholly-owned subsidiary, are pleased to announce that the offer (the “Offer”) to purchase all of the issued and to be issued registered shares (the “Foster Wheeler shares”) of Foster Wheeler AG (“Foster Wheeler”) has been successfully completed. All conditions to the Offer have been satisfied.
AMEC is making the necessary filings today to change its name to Amec Foster Wheeler plc (“Amec Foster Wheeler”). Amec Foster Wheeler shares are listed on the London Stock Exchange and its ticker will change from “AMEC” to “AMFW” at the open of the UK market on Friday, 14 November. Amec Foster Wheeler American Depositary Shares (“ADSs”) will begin trading on the New York Stock Exchange today on a “when issued” basis under the ticker “AMFW”.
The Offer expired at 11:59 p.m. New York City time on 12 November 2014 (4:59 a.m. London time on 13 November 2014; 5:59 a.m. Zug time on 13 November 2014). American Stock Transfer & Trust Company LLC, the exchange agent for the Offer, has indicated that as at 11:59 p.m. New York City time on 12 November 2014 (4:59 a.m. London time on 13 November 2014; 5:59 a.m. Zug time on 13 November 2014), approximately 99,164,451 Foster Wheeler shares (including 9,557,671 Foster Wheeler shares subject to notices of guaranteed delivery) have been validly tendered into, and not withdrawn from, the Offer, representing approximately 99.03 per cent. of the outstanding Foster Wheeler shares. Approximately 93,098,874 Foster Wheeler shares tendered have elected to receive the cash consideration and approximately 6,065,576 Foster Wheeler shares tendered have elected to receive the securities consideration, of which 27,425 Foster Wheeler shares have elected to receive Amec Foster Wheeler shares and 6,038,151 Foster Wheeler shares have elected to receive Amec Foster Wheeler ADSs. Based on this preliminary count, a proration percentage of approximately 54 per cent. is expected to be applied to the cash consideration in accordance with the terms and conditions of the Offer. AMEC and AMEC International Investments BV will announce the final proration results once the proration procedures have been agreed with Foster Wheeler in accordance with the terms of the Implementation Agreement and the proration calculation has been completed by the exchange agent. Payment of the Offer consideration, subject to proration, will take place as soon as reasonably practicable but is expected to be no later than 24 November 2014.
As disclosed in the Offer documents, AMEC intends to complete the acquisition of Foster Wheeler by effecting a squeeze-out merger pursuant to article 8, paragraph 2 and article 18, paragraph 5 of the Swiss Merger Act (the “Squeeze-Out Merger”) and expects that any Foster Wheeler shareholders who have not tendered into the Offer and who are to be subject to the Squeeze-Out Merger will be compensated on the same terms as the Offer. As further disclosed in the Offer documents, AMEC may pursue any legally available method to acquire or control, directly or indirectly, 100 per cent. of the issued Foster Wheeler voting rights.
Delisting and Deregistration
Foster Wheeler will also announce today that it intends to voluntarily delist the Foster Wheeler shares from the NASDAQ Global Select Market and, provided that the requirements for deregistration are met, in due course, that it intends to subsequently deregister the Foster Wheeler shares under the Securities Exchange Act of 1934 (the “Exchange Act”). Foster Wheeler also intends to suspend its reporting obligations under the Exchange Act once it is eligible to do so.
Changes to the AMEC Board
Pursuant to the terms of the implementation agreement with Foster Wheeler, and as previously announced by AMEC on 3 October 2014, the appointment of Stephanie Newby to the Board of Directors of AMEC became effective upon closing of the Offer. Pursuant to her letter of appointment, Stephanie Newby has also been appointed to AMEC’s Audit and Ethics Committees. The appointment of J. Kent Masters to the Board of Directors of AMEC will become effective following the termination of his employment with Foster Wheeler.
Source: AMEC plc