McDermott International, Inc. (NYSE:MDR) today provided an updated
investor presentation regarding its proposed combination with
CB&I (NYSE:CBI) which was announced on December 18, 2017. The
presentation, which has been included in a filing with the
Securities and Exchange Commission, can be accessed by visiting
www.sec.gov or by visiting the investor relations section of
McDermott’s website.
About McDermott
McDermott is a leading provider of integrated engineering,
procurement, construction and installation (“EPCI”), front-end
engineering and design (“FEED”) and module fabrication services for
upstream field developments worldwide. McDermott delivers fixed and
floating production facilities, pipelines, installations and subsea
systems from concept to commissioning for complex Offshore and
Subsea oil and gas projects to help oil companies safely produce
and transport hydrocarbons. McDermott’s customers include national
and major energy companies. Operating in approximately 20 countries
across the world, McDermott’s locally focused and globally
integrated resources include approximately 12,000 employees, a
diversified fleet of specialty marine construction vessels,
fabrication facilities and engineering offices. McDermott is
renowned for its extensive knowledge and experience, technological
advancements, performance records, superior safety and commitment
to deliver. McDermott has served the energy industry since 1923,
and shares of its common stock are listed on the New York Stock
Exchange. As used in this press release, McDermott includes
McDermott International, Inc. and its subsidiaries and affiliates.
To learn more, visit our website at www.mcdermott.com.
Forward-Looking Statements
McDermott cautions that statements in this press release which
are forward-looking, and provide other than historical information,
involve risks, contingencies and uncertainties that may impact
actual results of operations of McDermott, including after the
proposed business combination with CB&I. These
forward-looking statements include, among other things, statements
about anticipated cost and revenue synergies, accretion, risks
related to CB&I projects, best-in-class operations,
opportunities to capture additional value from market trends,
maintenance of a consistent customer approach to pricing, safety
and transition issues, free cash flow, plans to de-lever, targeted
credit ratings, expected completion date and permanent debt
financing. Although we believe that the expectations
reflected in those forward-looking statements are reasonable, we
can give no assurance that those expectations will prove to have
been correct. Those statements are made by using various underlying
assumptions and are subject to numerous risks, contingencies and
uncertainties, including, among others: the ability of McDermott
and CB&I to obtain the regulatory and shareholder approvals
necessary to complete the proposed combination; the risk that a
condition to the closing of the proposed combination may not be
satisfied, or that the proposed combination may fail to close,
including as the result of any inability to obtain the financing
for the combination; the outcome of any legal proceedings,
regulatory proceedings or enforcement matters that may be
instituted relating to the proposed combination; the costs incurred
to consummate the proposed combination; the possibility that the
expected synergies from the proposed combination will not be
realized, or will not be realized within the expected time period;
difficulties related to the integration of the two companies; the
credit ratings of the combined businesses following the proposed
combination; disruption from the proposed combination making it
more difficult to maintain relationships with customers, employees,
regulators or suppliers; the diversion of management time and
attention on the proposed combination; adverse changes in the
markets in which McDermott and CB&I operate or credit markets;
the inability of McDermott or CB&I to execute on contracts in
backlog successfully; changes in project design or schedules; the
availability of qualified personnel; changes in the terms, scope or
timing of contracts, contract cancellations, change orders and
other modifications and actions by customers and other business
counterparties of McDermott and CB&I; or changes in industry
norms and adverse outcomes in legal or other dispute resolution
proceedings. If one or more of these risks materialize, or if
underlying assumptions prove incorrect, actual results may vary
materially from those expected. You should not place undue
reliance on forward looking statements. For a more complete
discussion of these and other risk factors, please see each of
McDermott’s and CB&I’s annual and quarterly filings with the
Securities and Exchange Commission, including its annual report on
Form 10-K for the year ended December 31, 2016 and subsequent
quarterly reports on Form 10-Q. This press release reflects
the views of McDermott’s management as of the date hereof.
Except to the extent required by applicable law, McDermott
undertakes no obligation to update or revise any forward-looking
statement.
Additional Information and Where to Find It
This communication is for information purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any proxy, vote or approval
with respect to the proposed transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transactions,
McDermott International, Inc. (“McDermott”) intends to file a
Registration Statement on Form S-4 with the U.S. Securities and
Exchange Commission (the “SEC”), that will include (1) a joint
proxy statement of McDermott and Chicago Bridge & Iron Company
N.V. (“CB&I”), which also will constitute a prospectus of
McDermott and (2) an offering prospectus of McDermott Technology,
B.V. to be used in connection with McDermott Technology, B.V.’s
offer to acquire CB&I shares. After the registration statement
is declared effective by the SEC, McDermott and CB&I intend to
mail a definitive joint proxy statement/prospectus to shareholders
of McDermott and shareholders of CB&I, McDermott or McDermott
Technology, B.V. intends to file a Tender Offer Statement on
Schedule TO (the “Schedule TO”) with the SEC and soon thereafter
CB&I intends to file a Solicitation/Recommendation Statement on
Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange
offer. The exchange offer for the outstanding common stock of
CB&I referred to in this document has not yet commenced. The
solicitation and offer to purchase shares of CB&I’s common
stock will only be made pursuant to the Schedule TO and related
offer to purchase. This material is not a substitute for the joint
proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or
the Registration Statement or for any other document that McDermott
or CB&I may file with the SEC and send to McDermott’s and/or
CB&I’s shareholders in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR
DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF
CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND
CB&I WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I
AND THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free copies of the Registration
Statement, joint proxy statement/prospectus, Schedule TO and
Schedule 14D-9, as each may be amended from time to time, and other
relevant documents filed by McDermott and CB&I with the SEC
(when they become available) at http://www.sec.gov, the SEC’s
website, or free of charge from McDermott’s website
(http://www.mcdermott.com) under the tab, “Investors” and under the
heading “Financial Information” or by contacting McDermott’s
Investor Relations Department at (281) 870-5147. These documents
are also available free of charge from CB&I’s website
(http://www.cbi.com) under the tab “Investors” and under the
heading “SEC Filings” or by contacting CB&I’s Investor
Relations Department at (832) 513-1068.
Participants in Proxy Solicitation
McDermott, CB&I and their respective directors and certain
of their executive officers and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from
McDermott’s and CB&I’s shareholders in connection with the
proposed transactions. Information regarding the officers and
directors of McDermott is included in its definitive proxy
statement for its 2017 annual meeting filed with SEC on March 24,
2017. Information regarding the officers and directors of CB&I
is included in its definitive proxy statement for its 2017 annual
meeting filed with the SEC on March 24, 2017. Additional
information regarding the persons who may be deemed participants
and their interests will be set forth in the Registration Statement
and joint proxy statement/prospectus and other materials when they
are filed with SEC in connection with the proposed transactions.
Free copies of these documents may be obtained as described in the
paragraphs above.
Contacts
Media
Adam Morgan Director, Global Communications +1 (281) 253-9005
amorgan@mcdermott.com
FinsburyKal Goldberg / Winnie Lerner / Chris
Ryall+1 (646) 805-2855
Investors
Ty Lawrence Vice President, Treasurer and Investor Relations +1
(281) 870-5147 tplawrence@mcdermott.com
Mackenzie PartnersBob Marese / John Bryan+1
(800) 322-2885
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