McDermott International, Inc. (“McDermott” or the “Company”)
(NYSE:MDR) today reiterated that on April 20, 2018, following the
unanimous determination of the Company’s Board of Directors, it
rejected an unsolicited, non-binding proposal received from Subsea
7 S.A. (“Subsea 7”) (Oslo Børs: SUBC, ADR: SUBCY) on April 17, 2018
to acquire all of the outstanding shares of McDermott common stock
for USD 7.00 per share, payable entirely in cash or up to 50
percent in Subsea 7 stock and the balance in cash. The highly
conditional proposal was subject to, among other things, the
completion of due diligence, the termination of McDermott’s
business combination agreement with CB&I (NYSE:CBI) and
regulatory approvals.
McDermott is fully committed to completing the transformational
combination with CB&I. The Company’s Board believes the
combination with CB&I is in the best interest of McDermott and
its stockholders, and has recommended that McDermott stockholders
support the transaction. The combination is expected to close in
May 2018. It remains subject to customary conditions, including
approval by McDermott’s and CB&I’s stockholders and other
closing conditions.
McDermott’s special meeting of stockholders is scheduled to be
held on May 2, 2018. McDermott encourages its stockholders of
record at the close of business on April 4, 2018 to vote
“FOR” each of the proposals relating to the
combination. Stockholders who have any questions or need assistance
voting their shares should contact McDermott’s proxy solicitor,
MacKenzie Partners, Inc., toll free at (800) 322-2885.
About McDermott
McDermott is a leading provider of integrated engineering,
procurement, construction and installation (“EPCI”), front-end
engineering and design (“FEED”) and module fabrication services for
upstream field developments worldwide. McDermott delivers fixed and
floating production facilities, pipelines, installations and subsea
systems from concept to commissioning for complex Offshore and
Subsea oil and gas projects to help oil companies safely produce
and transport hydrocarbons. McDermott’s customers include national
and major energy companies. Operating in approximately 20 countries
across the world, McDermott’s locally focused and globally
integrated resources include approximately 11,600 employees, a
diversified fleet of specialty marine construction vessels,
fabrication facilities and engineering offices. McDermott is
renowned for its extensive knowledge and experience, technological
advancements, performance records, superior safety and commitment
to deliver. McDermott has served the energy industry since 1923,
and shares of its common stock are listed on the New York Stock
Exchange. As used in this press release, McDermott includes
McDermott International, Inc. and its subsidiaries and affiliates.
To learn more, visit our website at 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
anticipated benefits of the proposed combination and the expected
timing for closing 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
ability of McDermott and CB&I to obtain the shareholder
approvals necessary to complete the proposed combination on the
anticipated timeline or at all; the risk that a condition to the
closing of the proposed combination may not be satisfied, or that
the proposed combination may fail to close, including as the result
of any inability to obtain the financing for the combination; the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted relating to the proposed
combination; the costs incurred to consummate the proposed
combination; the possibility that the expected synergies from the
proposed 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
combined businesses following the proposed combination; disruption
from the proposed combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the proposed
combination; adverse changes in the markets in which McDermott and
CB&I operate or credit markets; the inability of McDermott or
CB&I 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
and CB&I; 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 Securities and Exchange Commission, 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.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, vote or approval with respect to the proposed
transactions or otherwise, 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. In connection with
the proposed transactions, McDermott International, Inc.
(“McDermott”) has filed a Registration Statement on Form S-4 (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”) that includes (1) a joint proxy statement of
McDermott and Chicago Bridge & Iron Company N.V. (“CB&I”),
which also constitutes a prospectus of McDermott and (2) an
offering prospectus of McDermott Technology, B.V. in connection
with McDermott Technology, B.V.’s offer to acquire CB&I shares.
The Registration Statement was declared effective by the SEC on
March 29, 2018. McDermott and CB&I have mailed the definitive
joint proxy statement/prospectus to stockholders of McDermott and
shareholders of CB&I. In addition, McDermott and McDermott
Technology, B.V. have filed a Tender Offer Statement on Schedule
TO-T (the “Schedule TO”) with the SEC and CB&I has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Schedule 14D-9”) with respect to the exchange offer. The
solicitation and offer to purchase shares of CB&I’s common
stock is only being made pursuant to the Schedule TO and related
offer to purchase. This material is not a substitute for the joint
proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or
the Registration Statement or for any other document that McDermott
or CB&I may file with the SEC and send to McDermott’s and/or
CB&I’s shareholders in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR
DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF
CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING THE OFFER TO
PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND
CB&I WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED
TRANSACTIONS.
Investors are able to obtain free copies of the Registration
Statement, joint proxy statement/prospectus, Schedule TO and
Schedule 14D-9, as each may be amended from time to time, and other
relevant documents filed by McDermott and CB&I with the SEC at
http://www.sec.gov, the SEC’s website, or free of charge from
McDermott’s website (http://www.mcdermott.com) under the tab,
“Investors” and under the heading “Financial Information” or by
contacting McDermott’s Investor Relations Department at (281)
870-5147. These documents are also available free of charge from
CB&I’s website (http://www.cbi.com) under the tab “Investors”
and under the heading “SEC Filings” or by contacting CB&I’s
Investor Relations Department at (832) 513-1068.
Participants in Proxy Solicitation
McDermott, CB&I and their respective directors and certain
of their executive officers and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from
McDermott’s and CB&I’s shareholders in connection with the
proposed transactions. Information regarding the officers and
directors of McDermott is included in its annual report on Form
10-K for the year ended December 31, 2017, filed with the SEC on
February 21, 2018, as amended by its annual report on Form 10-K/A
filed with the SEC on March 8, 2018. Information regarding the
officers and directors of CB&I is included in its annual report
on Form 10-K for the year ended December 31, 2017, filed with the
SEC on February 21, 2018, as amended by its annual report on Form
10-K/A filed with the SEC on March 22, 2018. Additional information
regarding the persons who may be deemed participants and their
interests is set forth in the Registration Statement and joint
proxy statement/prospectus and other materials filed with the SEC
in connection with the proposed transactions. Free copies of these
documents may be obtained as described in the paragraphs above.
McDermott Contacts
Ed MemiManager, Communications+1 (281)
870-5943ememi@mcdermott.com
FinsburyWinnie Lerner / Nicholas Leasure+1
(646) 805-2855
Investors
Ty Lawrence Vice President, Investor Relations
+1 (281) 870-5147 tplawrence@mcdermott.com
MacKenzie PartnersBob Marese / John Bryan+1
(800) 322-2885
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