Leadership team to leverage best-in-class
operational excellence, disciplined project execution and track
record of strong cost management to unlock near- and long-term
value
McDermott International, Inc. (NYSE:MDR) and Chicago Bridge &
Iron Company N.V. (NYSE:CBI) today announced the selection of the
executive leadership team and integrated organizational structure
of the combined company, which will be effective upon the close of
the transaction.
“The plans announced today are important steps to position the
combined company to build a common culture, better serve our
customers, become more competitive and drive long-term growth,”
said McDermott President and Chief Executive Officer David Dickson,
who will lead the combined company. “I’m looking forward to being
joined by an experienced leadership team comprised of extraordinary
talent from both organizations and the wider energy industry.
Together we will be well positioned to maximize our proven ability
to control risk in bidding and deliver excellence in project
execution in a cost-efficient delivery structure. We will partner
with our customers to provide integrated, end-to-end solutions –
from the wellhead to the storage tank – that deliver the quality,
efficiency and dependability needed to keep their businesses
growing.”
Upon the close of the transaction, the combined company’s
operations will be organized by four Areas – North, Central &
South America (“NCSA”), Europe, Africa, Russia & Caspian
(“EARC”), Middle East & North Africa (“MENA”) and Asia Pacific
(“APAC”) – to encourage collaboration, drive excellence in
execution and promote robust growth. CB&I’s industry-leading
Technology business will remain a tier-one market facing offering.
The Areas and Technology divisions will be supported by centralized
Commercial and Project Delivery organizations. The integration of
Commercial, including the centralization of the company’s bidding
functions, will improve customer interactions, allocation of
resources, consistency of approach and risk management of new
contracts. The centralization of Project Delivery, including
Project Management & Controls, Engineering, Supply Chain,
Marine, Fabrication, Construction, and Quality, Health, Safety,
Environment & Security (“QHSES”), will also significantly
enhance project delivery performance.
The Area, Technology and Project Delivery teams will also be
supported by centralized Corporate Strategy, Finance, Human
Resources, Legal and Communication units.
Under this new structure, the global executive leadership team
will include:
- David Dickson, currently serving as President
& Chief Executive Officer for McDermott, will continue in that
role for the combined company.
- Stuart Spence, currently serving as Executive
Vice President & Chief Financial Officer for McDermott, will
continue in that role for the combined company
- Richard Heo will become head of North, Central
and South America (NCSA) for the combined company; he is currently
Executive Vice President, Fabrication Services for CB&I
- Tareq Kawash will become head of Europe,
Africa, Russia and the Caspian (EARC) for the combined company; he
is currently Group Vice President of Engineering and Construction
International for CB&I
- Ian Prescott, currently Vice President, Asia
for McDermott, will continue as the head of Asia Pacific (APAC) for
the combined company
- Linh Austin will become head of Middle East
and North Africa (MENA) for the combined company; he is currently
Vice President, Middle East and Caspian for McDermott
- Daniel McCarthy, currently serving as
Executive Vice President, Technology for CB&I, will continue as
head of Technology for the combined company
- Brian McLaughlin, currently serving as Senior
Vice President, Commercial for McDermott, will continue as head of
Commercial for the combined company
- Jonathan Kennefick, currently serving as
Senior Vice President, Project Execution and Delivery for
McDermott, will continue as head of Project Execution and Delivery
for the combined company
- Scott Munro will become head of Corporate
Development for the combined company; he is currently Vice
President, Americas, Europe and Africa for McDermott
- Steve Allen will become head
of Human Resources for the combined company; he was previously
Senior Vice President, Human Resources for McDermott
- John Freeman, currently serving as Senior Vice
President, General Counsel and Corporate Secretary for McDermott,
will continue as head of Legal for the combined company
- Gentry Brann, currently Senior Vice President,
Global Communications and Brand Management for CB&I, will
continue as head of Communications for the combined company
- Tony Brown, currently Vice President,
Corporate Strategy & Chief Integration Officer for McDermott,
will continue as head of Integration for the combined company
The combination remains subject to satisfaction of the remaining
closing conditions, including clearance under Russian competition
laws, approval by McDermott’s stockholders and CB&I’s
shareholders, completion of financing and other customary
conditions.
The transaction is currently expected to close in second quarter
of 2018.
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 11,800 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 www.mcdermott.com.
About CB&I
CB&I (NYSE:CBI) is a leading provider of technology and
infrastructure for the energy industry. With more than 125 years of
experience, CB&I provides reliable solutions to our customers
around the world while maintaining a relentless focus on safety and
an uncompromising standard of quality. For more information, visit
www.CBI.com.
Forward-Looking Statements
McDermott and CB&I caution 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, CB&I and the combined business. These
forward-looking statements include, among other things, statements
regarding the anticipated timing of the closing of the Combination;
unlocking near-term and long-term value; growth; improvement of
customer interactions, allocation of resources, consistency of
approach and risk management of new contracts; and enhancement of
project delivery performance. 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 anticipated 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 and operational benefits 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 company
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; 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 U.S. Securities and Exchange Commission (“SEC”), including
their respective annual reports on Form 10-K for the year ended
December 31, 2017. This press release reflects the views of
McDermott's management and CB&I's management as of the date
hereof. Except to the extent required by applicable law,
McDermott and CB&I undertake 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, on
January 24, 2018, McDermott International, Inc. (“McDermott”) filed
a Registration Statement on Form S-4 with the SEC, that includes
(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&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 annual report on Form
10-K/A for the year ended December 31, 2017 filed with SEC on March
8, 2018. 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 the SEC in connection with the proposed
transactions. Free copies of these documents may be obtained as
described in the paragraphs above.
McDermott International, Inc.
Investor Relations
Ty Lawrence Vice President, Treasurer and Investor Relations +1
(281) 870-5147 tplawrence@mcdermott.com
News Media
Adam Morgan Director, Global Communications +1 (281) 253-9005
amorgan@mcdermott.com
FinsburyCraig Horowitz / Barney Gimbel+1 (646) 805-2076
CB&I
Investor Relations
Scott Lamb Vice President, Investor Relations+1 (832)
513-1068Scott.Lamb@CBI.com
News Media
Gentry BrannSenior Vice President, Global Communications and
Brand Management+1 (832) 513-1031Gentry.Brann@CBI.com
Joele Frank, Wilkinson Brimmer KatcherDan Katcher / Ed Trissel /
Leigh Parrish+1 (212) 355-4449
Click here for the future leadership team of the combined
company: http://www.globenewswire.com/NewsRoom/AttachmentNg/080c4eea-e7f3-424f-b092-2eb32b3782a3
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