Foster Wheeler Announces Results from Extraordinary General Meeting
July 10 2014 - 8:55AM
Business Wire
Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the
“Company”) announced the results from its Extraordinary General
Meeting (the “EGM”), which was held today at the Company’s offices
in Baar, Switzerland.
At the meeting, the Company's shareholders approved (among other
things):
- certain amendments to the Company's
Articles of Association, which will provide an exemption from the
transfer restrictions and voting limitations in the case where a
person who, together with its affiliates, acquires more than
two-thirds of Foster Wheeler’s issued and outstanding shares in a
successful public tender offer; and
- the election of three AMEC plc nominees
to Foster Wheeler’s board of directors upon closing of the Offer
defined below.
The EGM was called to vote on the above matters, among other
matters set out in greater detail in the Company’s definitive proxy
materials filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 12, 2014, in connection with the proposed
exchange offer (the “Offer”) by AMEC to acquire all of Foster
Wheeler’s issued and to be issued registered shares, pursuant to
the terms, and subject to the conditions, of the Implementation
Agreement, dated February 13, 2014, as amended from time to time,
including on May 28, 2014, by and between Foster Wheeler and
AMEC.
For additional information about the terms of the Implementation
Agreement, including the conditions to the Offer, please see the
Company’s Current Reports on Form 8-K, filed on February 13, 2014
(including the complete text of the Implementation Agreement, which
is attached as Exhibit 2.1 thereto) and on May 28, 2014 (including
the complete text of the Deed of Amendment, which is attached as
Exhibit 2.1 thereto), available at www.sec.gov.
IMPORTANT NOTE REGARDING THE EXTRAORDINARY
GENERAL MEETING
While closing of the Offer is conditioned on (among other
things) approval of certain of the EGM matters described above,
Company shareholders should be aware that a vote in favor of these
matters at the EGM is not a vote in favor of, or a tender of shares
into, the Offer.
The Offer has not commenced. At the time the Offer is commenced,
AMEC will file with the SEC: (i) a registration statement on Form
F-4, which will include a prospectus of AMEC in respect of the AMEC
Shares to be issued in the Offer, and (ii) a tender offer statement
on Schedule TO (together with related documents, including a
related letter of transmittal), and Foster Wheeler will file with
the SEC 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.
Foster Wheeler AG is a global engineering and construction
company and power equipment supplier delivering technically
advanced, reliable facilities and equipment. The company employs
approximately 13,000 talented professionals with specialized
expertise dedicated to serving its clients through one of its two
primary business groups. The company’s Global Engineering and
Construction Group designs and constructs leading-edge processing
facilities for the upstream oil and gas, LNG and gas-to-liquids,
refining, chemicals and petrochemicals, power, minerals and metals,
environmental, pharmaceuticals, biotechnology and healthcare
industries. The company’s Global Power Group is a world leader in
combustion and steam generation technology that designs,
manufactures and erects steam generating and auxiliary equipment
for power stations and industrial facilities and also provides a
wide range of aftermarket services. The company is based in Zug,
Switzerland, and its operational headquarters office is in Reading,
United Kingdom. For more information about Foster Wheeler, please
visit our website at www.fwc.com.
Safe Harbor Statement
Foster Wheeler AG news releases may contain 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 Company’s most recent Annual Report on
Form 10-K, which was filed with the U.S. Securities and Exchange
Commission 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
Securities and Exchange Commission.
Foster Wheeler AGMedia and Investor ContactScott
Lamb, 908-730-4155scott_lamb@fwc.comorOther
Inquiries908-730-4000fw@fwc.com
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