The information contained in Item 2.02 is incorporated by reference into
this item.
Additional Information and Where to Find It
This communication 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, on January 24, 2018, McDermott filed a Registration Statement on
Form S-4 with
the SEC, that included
(1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company N.V. (CB&I), which also constitutes 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
stockholders of McDermott and shareholders of CB&I. Additionally, McDermott Technology, B.V. intends to file a Tender Offer Statement on Schedule
TO-T
(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 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 Current Report on Form
8-K
which are
forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott. These forward-looking statements include, among other things, statements about
backlog, bids and change orders outstanding, target projects and revenue pipeline, to the extent these may be viewed as indicators of future revenues or profitability, the expected scope, execution and timing of activities associated with the
projects discussed and McDermotts earnings and other guidance for 2018 and expectations related to the guidance. 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: adverse changes in the markets in
which McDermott operates or credit markets, the inability of McDermott 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; 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 McDermotts annual and quarterly filings with the SEC, including its annual report on Form
10-K
for the year ended December 31, 2017 and subsequent quarterly
reports on Form
10-Q.
This Current Report on Form
8-K
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.