FWLT (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

 

FORM 8-K

 

CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): June 16, 2014

 

 

FOSTER WHEELER AG

(Exact Name of Registrant as Specified in Charter)

 

 

Switzerland		001-31305		98-0607469
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom

(Address of Principal Executive Offices)

 

+44 118 913 1234

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01

Other Events.

 

On June 16, 2014, in connection with the pending acquisition of Foster Wheeler AG (“Foster Wheeler” or the “Company”) by AMEC plc, which was previously announced by the Company on a Current Report on Form 8-K filed on February 13, 2014, the Company arranged for a brand-identity consulting firm to interview select Company customers using the attached discussion guide. A copy of the interview discussion guide is attached as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Important information

 

The pending exchange offer (the “Offer”) by AMEC plc to acquire all of Foster Wheeler’s issued and to be issued registered shares has not commenced. At the time the Offer is commenced, AMEC plc will file a registration statement on Form F-4 and a Tender Offer statement on Schedule TO and the Company will file a Recommendation Statement on Schedule 14D-9 with respect to the Offer. These documents will contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer. These materials will be made available to the shareholders of the Company at no expense to them. Investors and security holders will be able to obtain the documents (when available) free of charge at the Securities and Exchange Commission’s web site, www.sec.gov, after they have been filed. Any materials filed with the Securities and Exchange Commission may also be obtained without charge at the Company's website, www.fwc.com.

 

This announcement is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, 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. This announcement is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.

 

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit No.		Description of Exhibit
99.01		Foster Wheeler AG interview discussion guide, dated June 16, 2014.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				FOSTER WHEELER AG
				By:		/s/ Michelle K. Davies
DATE: June 17, 2014						Michelle K. Davies Corporate Secretary

  

 

 

Exhibit 99.01

 

Interview discussion guide for Foster Wheeler customers

 

Set up for interviewees includes:

 

·

Introduction and reference to the phone / email introduction made by Foster Wheeler on behalf of BrandCap

·

Reassurance of confidential responses

·

The type of questions and topic areas to cover off

 

 

Context

 

·

We are BrandCap, a brand consultancy. We offer a diverse set of brand related services with the aim of optimising the performance of brand as an asset within an organisation.

·

We have been engaged by AMEC as part of the potential integration process of Foster Wheeler.

·

This interview is an important step in the integration process where we anonymously collect the thoughts and insights from customers.

 

 

Introduction and background

 

·

Please can you give a quick overview of your role today, what you are responsible for in the business and how long you have been with the business?

·

Please can you describe the nature of your relationship with Foster Wheeler? Which geographies and services do you use and how long have you been a customer?

 

 

Decision making criteria

 

·

Thinking about when you are choosing a partner to work with, can you talk us through the main criteria you consider?

·

Why are they important and could you rank them from most to least important?

·

Do you see these changing in the next 3-5 years?

 

 

Performance in the market

 

·

When making a decision on a partner to select, which E&C firms do you typically consider? Does this change by geography or service you require?

·

How would you sum up the key strengths and weaknesses of each of these E&C companies?

 

 

Thinking specifically about Foster Wheeler

 

·

In addition to what’s been mentioned above, how would you sum up Foster Wheeler’s key point of difference?

·

Thinking about Foster Wheeler’s business, could you describe what they stand for?

·

In terms of moving the industry forwards, how progressive do you think they are? Can you think of any examples where they have demonstrated leadership in their products and services?

·

How would you describe the experience you receive when you interact with Foster Wheeler? Does this vary by geography and / or service offer?

·

Is there anything in the experience which sets them apart from other E&C companies you have worked with?

 

 

Potential opportunity

 

·

Thinking about the potential merger between AMEC and Foster Wheeler, what potential benefits do you expect this will mean for you?

·

How is the market changing and what advice would you give to your suppliers to meet these changes?

 

 

Wrap up

 

·

Is there anything that we haven’t covered that you think is important for us to know?