Foster Wheeler AG (Nasdaq:FWLT) (“Foster Wheeler” or the “Company”)
announced today that it has filed with the U.S. Securities and Exchange
Commission (“SEC”) definitive proxy materials in connection with its
Extraordinary General Meeting (the “EGM”) to be held on July 10, 2014 at
the Company’s offices in Baar, Switzerland. The Company also is mailing
these definitive proxy materials (including voting cards) to holders of
record as of June 10, 2014.
As described in the definitive proxy materials filed with the SEC, the
Company's shareholders will be asked at the EGM to approve (among other
things):
-
certain amendments to the Company's Articles of Association, which
will provide an exemption from the transfer restrictions and voting
limitations in the case where a person who, together with its
affiliates, acquires more than two-thirds of Foster Wheeler’s issued
and outstanding shares in a successful public tender offer; and
-
the election of three AMEC plc nominees to Foster Wheeler’s board of
directors upon closing of the Offer defined below.
Additional information regarding the EGM, including the vote required
and other related matters, can be found in the Company's definitive
proxy statement, available at www.sec.gov
and at www.fwc.com/2014emmaterials.
The EGM is being called to pass on the above (and other) matters in
connection with the proposed exchange offer (the “Offer”) by AMEC to
acquire all of Foster Wheeler’s issued and to be issued registered
shares, pursuant to the terms, and subject to the conditions, of the
Implementation Agreement, dated February 13, 2014, as amended from time
to time, including on May 28, 2014, by and between Foster Wheeler and
AMEC.
AMEC and the Company continue to expect the Offer to close in the third
quarter of 2014.
For additional information about the terms of the Implementation
Agreement, including the conditions to the Offer, please see the
Company’s Current Reports on Form 8-K, filed on February 13, 2014 and
May 28, 2014, respectively (including the complete text of the
Implementation Agreement and the Deed of Amendment, which are attached
as Exhibits 2.1 thereto), available at www.sec.gov.
IMPORTANT NOTE REGARDING THE EXTRAORDINARY GENERAL MEETING
While closing of the Offer is conditioned on (among other things)
approval of the EGM matters described above, Company shareholders should
be aware that a vote in favor of these matters at the EGM is not a vote
in favor of, or a tender of shares into, the Offer.
The Offer has not commenced. At the time the Offer is commenced, AMEC
will file with the SEC: (i) a registration statement on Form F-4, which
will include a prospectus of AMEC in respect of the AMEC Shares to be
issued in the Offer, and (ii) a tender offer statement on Schedule TO
(together with related documents, including a related letter of
transmittal), and Foster Wheeler will file with the SEC a Recommendation
Statement on Schedule 14D-9 with respect to the Offer. These documents
will contain important information about the Offer that should be read
carefully before any decision is made with respect to the Offer.
Foster Wheeler AG is a global engineering and construction company and
power equipment supplier delivering technically advanced, reliable
facilities and equipment. The company employs approximately 13,000
talented professionals with specialized expertise dedicated to serving
its clients through one of its two primary business groups. The
company’s Global Engineering and Construction Group designs and
constructs leading-edge processing facilities for the upstream oil and
gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals,
power, minerals and metals, environmental, pharmaceuticals,
biotechnology and healthcare industries. The company’s Global Power
Group is a world leader in combustion and steam generation technology
that designs, manufactures and erects steam generating and auxiliary
equipment for power stations and industrial facilities and also provides
a wide range of aftermarket services. The company is based in Zug,
Switzerland, and its operational headquarters office is in Reading,
United Kingdom. For more information about Foster Wheeler, please visit
our website at www.fwc.com.
Safe Harbor Statement
Foster Wheeler AG news releases may contain forward-looking statements
that are based on management’s assumptions, expectations and projections
about the Company and the various industries within which the Company
operates. These include statements regarding the Company’s expectations
about revenues (including as expressed by its backlog), its liquidity,
the outcome of litigation and legal proceedings and recoveries from
customers for claims and the costs of current and future asbestos claims
and the amount and timing of related insurance recoveries. Such
forward-looking statements by their nature involve a degree of risk and
uncertainty. The Company cautions that a variety of factors, including
but not limited to the factors described in the Company’s most recent
Annual Report on Form 10-K, which was filed with the U.S. Securities and
Exchange Commission on February 27, 2014, and the following, could cause
the Company’s business conditions and results to differ materially from
what is contained in forward-looking statements including: the timing
and success of the proposed offer and acquisition of the Company by AMEC
plc, the risk that the Company’s business will be adversely impacted
during the pending proposed offer and acquisition of the Company by AMEC
plc, benefits, effects or results of the Company’s redomestication to
Switzerland, deterioration in global economic conditions, changes in
investment by the oil and gas, oil refining, chemical/petrochemical and
power generation industries, changes in the financial condition of its
customers, changes in regulatory environments, changes in project design
or schedules, contract cancellations, the changes in estimates made by
the Company of costs to complete projects, changes in trade, monetary
and fiscal policies worldwide, compliance with laws and regulations
relating to the Company’s global operations, currency fluctuations, war,
terrorist attacks and/or natural disasters affecting facilities either
owned by the Company or where equipment or services are or may be
provided by the Company, interruptions to shipping lanes or other
methods of transit, outcomes of pending and future litigation, including
litigation regarding the Company’s liability for damages and insurance
coverage for asbestos exposure, protection and validity of the Company’s
patents and other intellectual property rights, increasing global
competition, compliance with its debt covenants, recoverability of
claims against the Company’s customers and others by the Company and
claims by third parties against the Company, and changes in estimates
used in its critical accounting policies. Other factors and assumptions
not identified above were also involved in the formation of these
forward-looking statements and the failure of such other assumptions to
be realized, as well as other factors, may also cause actual results to
differ materially from those projected. Most of these factors are
difficult to predict accurately and are generally beyond the Company’s
control. You should consider the areas of risk described above in
connection with any forward-looking statements that may be made by the
Company. The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult any
additional disclosures the Company makes in proxy statements, quarterly
reports on Form 10-Q, annual reports on Form 10-K and current reports on
Form 8-K filed with or furnished to the Securities and Exchange
Commission.
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