UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
Schedule TO
Tender Offer Statement under Section 14(d)(1)
Or 13(e)(1) of The Securities Exchange Act of 1934
FOSTER WHEELER AG
(Name of Subject Company (Issuer))
AMEC INTERNATIONAL INVESTMENTS BV
AMEC plc
(Name of Filing Persons (Offerors))
Registered shares, par value CHF3.00 per share
(Title of Class of Securities)
H27178104
(CUSIP Number of Class of Securities)
Alison Yapp
General Counsel & Company Secretary
AMEC plc
4th Floor
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
United Kingdom
+44 (0) 20 7429 7500
with copies to
Thomas B. Shropshire Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 (0) 20 7456 2000 |
|
Scott Sonnenblick
Peter Cohen-Millstein
Linklaters LLP
1345 Avenue of the
Americas
New York, NY 10105
United States
+1 (212) 903 9000 |
|
Doug Smith
Freshfields Bruckhaus
Deringer LLP
65 Fleet Street
London EC4Y 1HT
United Kingdom
+44 (0) 20 7936 4000 |
|
Matthew F. Herman
Freshfields Bruckhaus
Deringer US LLP
601 Lexington Avenue
New York, NY 10022
United States
+1 (212) 277 4000 |
(Name, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
Calculation of Registration Fee
Transaction Valuation(1) |
|
Amount of Registration Fee(2) |
|
$3,093,917,841 |
|
$177,386 |
|
Notes:
(1) Estimated for purposes of calculating the amount of the filing fee only. The market value of the securities to be offered was calculated as the product of (i) 100,126,791 Foster Wheeler shares, par value CHF3.00 per share and (ii) the average of the high and low sales prices of Foster Wheeler registered shares reported on NASDAQ on 2 October 2014 equal to $30.90.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, equals .0001162 of the transaction valuation.
x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $182,127
Form or Registration No: Form F-4 (No: 333-199116)
Filing Party: AMEC plc
Date Filed: October 2, 2014
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e4(i) (CrossBorder Issuer Tender Offer)
o Rule 14d1(d) (CrossBorder ThirdParty Tender Offer)
This Amendment No. 3 amends Item 12 (but no other items) of the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed on 7 October 2014, as subsequently amended from time to time, by AMEC International Investments BV, a company organised under the laws of the Netherlands and a direct wholly-owned subsidiary of AMEC plc, and AMEC plc, a company organised under the laws of England and Wales (AMEC). The Schedule TO relates to the third party tender offer (the Offer) to acquire all of the issued and to be issued registered shares, par value CHF3.00 per share (Foster Wheeler shares), of Foster Wheeler AG (Foster Wheeler), a company organised under the laws of Switzerland, for $16.00 in cash and 0.8998 AMEC securities (in the form of ordinary shares of AMEC, nominal value £0.50 per share (AMEC shares), or AMEC American depositary shares each representing one (1) AMEC share (AMEC ADSs), at the election of Foster Wheeler shareholders) for each Foster Wheeler share validly tendered and not properly withdrawn, which tendering Foster Wheeler shareholders may elect to receive as (i) $32.00 in cash or (ii) 1.7996 AMEC securities (in the form of AMEC shares or AMEC ADSs, at the election of the Foster Wheeler shareholders), subject in each case to proration. The Offer is being made on the terms and subject to the conditions set forth in the prospectus forming part of the registration statement on Form F-4, file number 333-199116, as amended and/or supplemented (the Prospectus), which became effective on 6 October 2014, and the related letter of transmittal for use in accepting the Offer in respect of Foster Wheeler shares, as amended and/or supplemented (the Letter of Transmittal) and notice of guaranteed delivery (Foster Wheeler Shares), as amended and/or supplemented (the Notice of Guaranteed Delivery), which are incorporated herein by reference.
Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 3. Unless otherwise defined herein, capitalised terms used in this Amendment No. 3 shall have the meanings given to them in the Prospectus.