TechnipFMC Reaffirms Timeline for Separation Into Two Industry-Leading, Diversified Pure-Play Companies
16 Janvier 2020 - 10:48PM
Business Wire
Regulatory News:
TechnipFMC (NYSE:FTI) (PARIS:FTI) (ISIN:GB00BDSFG982) today
reaffirmed that its planned transaction to separate into two
companies, TechnipFMC and Technip Energies, is well on track for
completion in the first half of 2020.
The Company anticipates completing the transaction in the second
quarter of 2020 and intends to host a Capital Markets event in
Paris for Technip Energies before completion of the spin-off.
The Company also announced that the E.U. Prospectus for the
spin-off of Technip Energies will now include audited IFRS
financial statements for Technip Energies for each of the fiscal
years ended December 31, 2016 through 2019. In order to provide
financial statements for the full year 2019, which will afford
greater visibility into recent historical performance, the Company
anticipates the release of its E.U. Prospectus after its annual
filings (Annual Report on Form 10-K and U.K. Annual Report).
In addition to the approval of the E.U. Prospectus by the Dutch
Authority for the Financial Markets (AFM), the successful
completion of the planned spin-off also remains subject to general
market conditions, regulatory approvals, and final Board approval.
While awaiting receipt of all final approvals, the Company and its
employees will stay focused on delivering operational excellence
and world-class service to its clients.
Technip Energies (SpinCo)
With approximately 15,000 employees, Technip Energies would be
one of the largest E&C pure-plays and is poised to capitalize
on the global energy transition. Technip Energies will be well
positioned to capture LNG opportunities as a result of its
disciplined project delivery model, diversified capabilities and
track record. In addition, the new company will benefit from its
leadership position, in terms of backlog, in the downstream market,
as well as future growth opportunities in biofuels, green chemistry
and other energy alternatives. Technip Energies will be
incorporated in the Netherlands with headquarters in Paris and
listed on the Euronext Paris exchange.
TechnipFMC (RemainCo)
With approximately 22,000 employees, TechnipFMC would be a
fully-integrated technology and services provider, continuing to
drive energy development. The company’s role will be to support
clients in the delivery of unique, integrated production solutions.
As a standalone company, TechnipFMC will be the largest diversified
pure-play in the industry. TechnipFMC will remain incorporated in
the United Kingdom with headquarters in Houston and listed on both
the NYSE and Euronext Paris exchange.
Important Information for Investors and
Securityholders
Forward-looking statements
This release contains “forward-looking statements” as defined in
Section 27A of the United States Securities Act of 1933, as
amended, and Section 21E of the United States Securities Exchange
Act of 1934, as amended. Words such as “expect,” “plan,” “intend,”
“would,” “will,” and similar expressions are intended to identify
forward-looking statements, which are generally not historical in
nature, and include any statements with respect to the potential
separation of the Company into RemainCo and SpinCo, the expected
financial and operational results of RemainCo and SpinCo after the
potential separation and expectations regarding RemainCo’s and
SpinCo’s respective businesses or organizations after the potential
separation. Such forward-looking statements involve significant
risks, uncertainties and assumptions that could cause actual
results to differ materially from our historical experience and our
present expectations or projections. For information regarding
known material factors that could cause actual results to differ
from projected results, please see our risk factors set forth in
our filings with the U.S. Securities and Exchange Commission, which
include our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, our filings with the
Autorité des marchés financiers or the U.K. Financial Conduct
Authority, as well as the following:
- risks associated with the impact or terms of the potential
separation;
- risks associated with the benefits and costs of the potential
separation, including the risk that the expected benefits of the
potential separation will not be realized within the expected time
frame, in full or at all;
- risks that the conditions to the potential separation,
including regulatory approvals and consultation of employee
representatives, will not be satisfied and/or that the potential
separation will not be completed within the expected time frame, on
the expected terms or at all;
- the expected tax treatment of the potential separation,
including as to shareholders in the United States or other
countries;
- changes in the shareholder bases of the Company, RemainCo and
SpinCo, and volatility in the market prices of their respective
shares;
- risks associated with any financing transactions undertaken in
connection with the potential separation; and
- the impact of the potential separation on our businesses and
the risk that the potential separation may be more difficult,
time-consuming or costly than expected, including the impact on our
resources, systems, procedures and controls, diversion of
management’s attention and the impact on relationships with
customers, governmental authorities, suppliers, employees and other
business counterparties.
We 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.
Disclaimers
This press release is intended for informational purposes only
for the shareholders of TechnipFMC, the majority of whom reside in
the United States, the United Kingdom and Europe. This press
release does not constitute a prospectus within the meaning of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017 (the “Prospectus Regulation”), and
SpinCo’s shares will be distributed in circumstances that do not
constitute “an offer to the public” within the meaning of the
Prospectus Regulation. This press release is not intended for
distribution in jurisdictions that require prior regulatory review
and authorization to distribute a press release of this nature.
About TechnipFMC
TechnipFMC is a global leader in subsea, onshore/offshore, and
surface projects. With our proprietary technologies and production
systems, integrated expertise, and comprehensive solutions, we are
transforming our clients’ project economics.
We are uniquely positioned to deliver greater efficiency across
project lifecycles from concept to project delivery and beyond.
Through innovative technologies and improved efficiencies, our
offering unlocks new possibilities for our clients in developing
their oil and gas resources.
Each of our more than 37,000 employees is driven by a steady
commitment to clients and a culture of purposeful innovation,
challenging industry conventions, and rethinking how the best
results are achieved.
TechnipFMC utilizes its website www.TechnipFMC.com as a
channel of distribution of material company information. To learn
more about us and how we are enhancing the performance of the
world’s energy industry, go to www.TechnipFMC.com and follow us on
Twitter @TechnipFMC.
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