On May 2, 2018, McDermott and CB&I issued a joint press release announcing the
results of the stockholder votes at their respective special meetings. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release also announced that, as a result of the stockholders approval of the McDermott Reverse
Stock Split Articles Amendment Resolution and the McDermott Stock Issuance, the effective time of the Reverse Stock Split is expected to be 11:59 p.m. Eastern time on May 9, 2018 and the closing of the combination with CB&I is expected to
occur on May 10, 2018, subject to the satisfaction of customary closing conditions. With the receipt of the stockholders approvals from both McDermott and CB&I, McDermott and CB&I believe that all material conditions to the
combination, other than those to be satisfied on the closing date, have been satisfied. Additionally, the press release announced the final exchange offer ratio is 0.82407 shares of McDermott Common Stock for each share of CB&I common stock
properly tendered and not withdrawn in McDermott Bidcos offer to exchange (the Exchange Offer) shares of McDermott Common Stock for any and all issued and outstanding shares of common stock of CB&I, upon the terms and subject
to the conditions set forth in the exchange offer prospectus filed with the SEC on March 29, 2018, which is scheduled to expire at 12:01 a.m., Eastern time, on May 10, 2018, unless the Exchange Offer is extended or earlier terminated by
McDermott Bidco.
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, including after the proposed business combination with CB&I. These forward-looking statements include, among other things, statements about the expected timing of the
Reverse Stock Split and the closing of the combination. 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 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; 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
McDermotts and CB&Is annual and quarterly filings with the Securities and Exchange Commission, including their respective annual reports on
Form 10-K for
the year ended
December 31, 2017 and their respective quarterly reports on Form
10-Q
for the quarter ended March 31, 2017. 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.
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 transactions 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 has filed a Registration Statement on
Form S-4 (the
Registration
Statement) with the U.S. Securities and Exchange Commission (the SEC) that includes (1) a joint proxy statement of McDermott and CB&I, which also constitutes a prospectus of McDermott and (2) an offering prospectus of
McDermott Technology, B.V. in connection with McDermott Technology, B.V.s offer to acquire CB&I shares. The Registration Statement was declared effective by the SEC on March 29, 2018. McDermott and CB&I have mailed the definitive
joint proxy statement/prospectus to stockholders of McDermott and shareholders of CB&I. In addition, McDermott and McDermott Technology, B.V. have filed a Tender Offer Statement on
Schedule TO-T (the
Schedule TO) with the
SEC and CB&I has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 (the
Schedule 14D-9) with
respect to the exchange offer. The solicitation and offer to purchase shares of CB&Is common stock is only being made pursuant to the Schedule TO and
related offer to purchase. CB&Is shareholders approved the proposed transactions at CB&Is special general meeting held on May 2, 2018, and McDermotts stockholders approved the proposed transactions at McDermotts
special meeting held on May 2, 2018. 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 INVESTMENT DECISION OR DECISION WITH RESPECT TO THE
EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO (INCLUDING THE 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 BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS.
Investors are 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 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.