Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 20 2014 - 9:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 20, 2014
FOSTER WHEELER AG
(Exact Name of Registrant as Specified in
Charter)
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Switzerland
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001-31305
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98-0607469
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On June 20, 2014, Foster
Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide
an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on
Form 8-K filed on February 13, 2014. A copy of the internal announcement is attached as Exhibit 99.01 to this Current Report on
Form 8-K and is incorporated herein by reference. The internal announcement contains statements intended as “forward-looking
statements” that are subject to the cautionary statements about forward-looking statements set forth below in this Form 8-K.
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 (“SEC”)
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.
Forward-Looking Statements
Certain comments contained
herein are forward-looking statements that are based on management’s assumptions, expectations and projections about the
Company and the various industries within which the Company operates. These include statements regarding the Company’s expectations
about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries
from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries.
Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of
factors, including but not limited to the factors described in the Form 10-K for the year ended December 31, 2013, filed with the
SEC on February 27, 2014, and the following, could cause the Company’s business conditions and results to differ materially
from what is contained in forward-looking statements including: the timing and success of the proposed offer and acquisition of
the Company by AMEC plc, the risk that the Company’s business will be adversely impacted during the pending proposed offer
and acquisition of the Company by AMEC plc, benefits, effects or results of the Company’s redomestication to Switzerland,
deterioration in global economic conditions, changes in investment by the oil and gas, oil refining, chemical/petrochemical and
power generation industries, changes in the financial condition of its customers, changes in regulatory environments, changes in
project design or schedules, contract cancellations, the changes in estimates made by the Company of costs to complete projects,
changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to the Company’s
global operations, currency fluctuations, war, terrorist attacks and/or natural disasters affecting facilities either owned by
the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods
of transit, outcomes of pending and future litigation, including litigation regarding the Company’s liability for damages
and insurance coverage for asbestos exposure, protection and validity of the Company’s patents and other intellectual property
rights, increasing global competition, compliance with its debt covenants, recoverability of claims against the Company’s
customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its critical
accounting policies. Other factors and assumptions not identified above were also involved in the formation of these forward-looking
statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to
differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond the
Company’s control. You should consider the areas of risk described above in connection with any forward-looking statements
that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether
as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the
Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K
filed with or furnished to the SEC.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits.
Exhibit
No.
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Description
of Exhibit
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99.01
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Internal Announcement to Employees of Foster Wheeler AG, dated June 20, 2014.
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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.
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FOSTER WHEELER AG
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DATE
: June 20, 2014
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By:
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/s/ Michelle K. Davies
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Michelle
K. Davies
Corporate Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description
of Exhibit
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99.01
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Internal Announcement to Employees of Foster Wheeler AG, dated June 20, 2014.
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