Forms Fully
Vertically Integrated Onshore-Offshore EPCI Company with Broad
Service Offering and Market-Leading Technology Portfolio
McDermott International, Inc. (“McDermott” or the “Company”)
(NYSE:MDR) today announced that it has completed its combination
with Chicago Bridge & Iron Company N.V. (“CB&I”), creating
a premier, fully integrated provider of technology, engineering and
construction solutions for the energy industry.
“This is an exciting day for McDermott,” said David Dickson,
President and Chief Executive Officer of McDermott. “The
combination of McDermott and CB&I brings together a global
upstream and subsea engineering, procurement and construction
company with an established downstream provider of industry-leading
petrochemical, refining, power, gasification and gas processing
technologies and solutions—creating a company that spans the entire
value chain from concept to commissioning. Together, we have the
integrated technology, engineering expertise, construction
experience and global reach to design and build the energy
infrastructure of the future.
“We are confident that the execution of our ‘One McDermott Way’
strategy will allow us to drive value for our stockholders and meet
the continuously evolving needs of our customers.”
In accordance with the terms of the business combination
agreement, and as a result of the approval by McDermott
stockholders of the 3-to-1 reverse stock split resolution, CB&I
shareholders will receive 0.82407 shares of McDermott common stock
for each share of CB&I common stock tendered in the exchange
offer. Each remaining share of CB&I common stock held by
CB&I shareholders not acquired by McDermott in the exchange
offer was effectively converted into the right to receive the same
0.82407 shares of McDermott common stock that will be paid in the
exchange offer, together with cash in lieu of any fractional shares
of McDermott common stock, less any applicable withholding taxes.
As a result of the combination, CB&I common stock will no
longer be listed on the New York Stock Exchange and will cease
trading prior to the open of the market on May 11, 2018.
McDermott is a global leader with a complementary geographic
portfolio and a strong presence in high-growth markets with a broad
offshore upstream and downstream service offering and market
leading technology portfolio. With more than 200 years of combined
experience, McDermott has the depth of expertise and full range of
innovative capabilities to help companies solve today’s problems
while planning for the complex challenges of tomorrow from the
wellhead to the storage tank.
As previously announced, David Dickson is President and CEO of
McDermott and Gary P. Luquette will continue as Non-Executive
Chairman of the Board of Directors.
The Board of Directors includes:
- Forbes I. J. Alexander
- Philippe Barril
- John F. Bookout, III
- David Dickson, President and Chief Executive Officer,
Director
- L. Richard Flury
- W. Craig Kissel
- Gary Luquette, Non-Executive Chairman of the Board
- James H. Miller
- William H. Schumann, III
- Mary L. Shafer-Malicki
- Marsha C. Williams
An Integrated Global Structure
Operating in more than 54 countries, McDermott’s locally focused
and globally integrated resources include approximately 40,000
employees, including more than 5,000 engineers, a diversified fleet
of specialty marine construction vessels and fabrication facilities
around the world.
McDermott will be organized by geographic areas—North, Central
& South America; Europe, Africa, Russia & Caspian; Middle
East & North Africa; and Asia Pacific—with an executive
presence in each area, supported by Global Project Execution and
Delivery functions, to drive operational excellence and deepen
relationships with local customers. CB&I’s former technology
business, now called Lummus Technology, will continue to operate as
a distinct licensing, catalyst, engineering and after-market
services business.
Industry Leading Technology Portfolio
McDermott is a leading licensor of proprietary petrochemicals,
refining, gasification and gas processing technologies, and a
supplier of proprietary catalysts and related engineering. These
technologies are critical in the gasification of coal into syngas;
the refining of crude oil into gasoline, diesel, jet fuel and
lubricants; and the processing of natural gas into various
chemicals and polymers. McDermott’s portfolio includes more than
100 licensed proprietary technologies, supported by more than 3,500
patents and patent applications.
McDermott is also innovating digital solutions for offshore
projects that provide improved safety, quality and greater
efficiency from project inception to decommissioning, and the
industry’s first true digital twin. These innovations positively
impact productivity, cross-functional collaboration and on-schedule
delivery of complex projects.
Updated Company Presentation
McDermott has summarized its value drivers for customers and
stockholders in an updated company presentation, which will be
posted on the Investor Relations page of its website.
About McDermott
McDermott is a premier, fully integrated provider of technology,
engineering and construction solutions to the energy industry. For
more than a century, customers have trusted McDermott to design and
build end-to-end infrastructure and technology solutions—from the
wellhead to the storage tank—to transport and transform oil and gas
into the products the world needs today. Our proprietary
technologies, integrated expertise and comprehensive solutions
deliver certainty, innovation and added value to energy projects
around the world. Customers rely on McDermott to deliver certainty
to the most complex projects, from concept to commissioning. It is
called the “One McDermott Way.” Operating in over 54 countries,
McDermott’s locally focused and globally-integrated resources
include approximately 40,000 employees and engineers, a diversified
fleet of specialty marine construction vessels and fabrication
facilities around the world. To learn more, visit
www.mcdermott.com.
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
results 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
outcome of any legal proceedings, regulatory proceedings or
enforcement matters; the costs incurred to consummate the
combination; the possibility that the expected synergies from the
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 company; disruption
from the combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the
post-combination integration efforts; 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; 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
(the "SEC"), including their respective annual reports on Form 10-K
for the year ended December 31, 2017. This communication 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.
Investors: Scott Lamb, +1 832 513 1068,
Scott.Lamb@McDermott.comMedia: Gentry Brann, +1
832 513 1031 or +1 281 870 5269,
Gentry.Brann@McDermott.com
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