Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 11 2018 - 6:11AM
Edgar (US Regulatory)
Filed by: McDermott International, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to
Rule 14d-2(b) and
Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Chicago Bridge & Iron Company N.V.
Commission File
Number: 001-12815
Explanatory Note: The following communications were made available on Twitter by McDermott International, Inc. (McDermott) at
twitter.com/McDermott_News
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Explanatory Note: The following communications were made available on the McDermott Facebook website
facebook.com/mcdermottinternational
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Explanatory Note: The following communications were made available on the McDermott LinkedIn website
linkedin.com/company/mcdermott-international-inc-/
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 will also 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&Is 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
McDermotts and/or CB&Is shareholders in
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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
SECs website, or free of charge from McDermotts website (
http://www.mcdermott.com
) under the tab, Investors and under the heading Financial Information or by contacting McDermotts Investor Relations
Department at
(281) 870-5147. These
documents are also available free of charge from CB&Is website (
http://www.cbi.com
) under the tab Investors and under the heading
SEC Filings or by contacting CB&Is 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 McDermotts and CB&Is 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.
Forward-Looking Statements
McDermott cautions that
statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott, CB&I and the combined
businesses. 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 on the proposed timeline or at all; 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
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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 McDermotts and CB&Is annual and quarterly filings with the SEC, including its annual report on
Form 10-K for
the year ended December 31, 2016 and subsequent quarterly reports on
Form 10-Q. This
communication reflects the views of
McDermotts 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.
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