Filed by FMC Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
Date: November 17, 2016
This filing relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
(Subject Company Commission File No.: 001-16489;
Commission File No. for Registration Statement on Form S-4: 333-213067)
Issue 3 November 2016
Integrate
MERGER NEWS FOR OUR EMPLOYEES
INTEGRATION PLANNING
Stepping up the pace
The integration planning process is now moving into the geographic
regions of both Technip and FMC Technologies. Julian Waldron, Executive Sponsor in charge of integration, explains that there are challenges ahead, but a very strong merged company is steadily taking shape
HAVING worked through many mergers previously, Julian Waldron (pictured) is under no illusions about how testing they can be – but his experience tells him that as Technip and
FMC Technologies come together as a new organization, the integration is on track and entering a critical new phase.
Julian is Chief Financial Officer at Technip
and Executive Sponsor in charge of integration, where he has oversight of the entire undertaking.
“I’ve been through six major mergers over the last 20
years and each one has been different,” he says. “But it’s in the nature of any merger that they have periods where they go smoothly, but also have moments when they are a real challenge. For the people involved, it is the same –
at times you feel energized by the potential of the combination, at other times affected by the uncertainty. I’ve seen, and expect to see, all of those phases and waves as we go through this process to put TechnipFMC together.” Julian also
recognizes that the pace of the integration is now stepping up, from what has been a relatively small group of people working as part of a centralized team, to the increasing involvement of the regional organizations and their business units.
“This is a key moment for the integration
process,” he says.
“We’re now changing the scale of the task from being a team of a couple of hundred people in an organization of more than 40,000 to the hard part, which is moving the integration process into the geographic regions. The good news is that
the regional organizations in both companies – where the vast majority of our people work – have been really keen to get started.”
Organizational
structure
A critical milestone for the integration process was the release of the overall organizational structure. Julian acknowledges that most company
structures complicated when written out on paper, but stresses that the concept for TechnipFMC carries forward most of the ways that both Technip and FMC Technologies work today.
Existing principles, new terminology
Although the new company will take principles from
its two predecessors, the structure does contain new terminology, such as Global Business Units (GBU), Global Products, Business Units (BU) and Regional Business Units (RBU).
“As a new company we will have new words and terms, and employees will not
CONTINUED
OVERLEAF
Dual approach
“The organizational structure can be summarized
in two simple concepts which in part draw on the experience of both companies but which also involve change.” says Julian. “First, both companies need to function on a common set of principles, methods and strategies and these need to come
from the center – those principles encapsulate how we will win and execute business. To adapt to the current environment and to make the most of the opportunity of the merger, we want these in place as soon as possible and it has been the job
of the leadership team, aided by the workstreams, to prepare these and pass them to the Business Units.
“Second, both organizations win and execute business
today on a regional basis and, through the Business Unit structure, TechnipFMC will maintain that important axis. We trust our teams in the geographic areas to win and execute business, following the principles, methods and strategies I mentioned
earlier. We will also put more emphasis on Company-wide organizations such as Global Products or the Subsea Fleet which can drive efficiency, standardization and quality in the execution of our projects.”
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Integrate
Integrate
AMERICAS
SURFACE
Latin America & Caribbean,
North America EUROPE
SUBSEA SERVICES
NORTH AMERICA
SUBSEA PROJECTS All Europe, Russia
Canada, Caribbean Islands,
Colombia, Fr. Guyana, Guyana,
Mexico, Suriname,
U.S., Venezuela
AFRICA & NORTH
AMERICA
SUBSEA SERVICES
Africa, Canada, Mexico, U.S.
EUROPE & AFRICA
NORTH AMERICA SUBSEA PROJECTS
ONSHORE/OFFSHORE Africa, Europe, Russia
Canada, Central America &
Caribbean, Mexico, U.S.
SOUTH AMERICA
SUBSEA SERVICES
Central America incl. Trinidad,
TechnipFMC’s All South America
Regional Structure
TechnipFMC will have 4 Global
Business Units, 1 Global Products GLOBAL
Group and a number of Business SOUTH AMERICA PRODUCTS
Units (shown on map) SUBSEA PROJECTS
Surface Argentina, Brazil, Chile,
Subsea Services Ecuador, Peru, Uruguay
Subsea Projects
Onshore/Offshore (ONOF)
Global Products
FROM PREVIOUS PAGE ? then an additional word – for example ?rst decisions that Doug and Thierry took
‘Regional’ – to demonstrate which ones are when thinking about putting the two
operating in a region, providing shared companies together was to take this
recognize everything they see,” says Julian. support functions for other Business Units in expertise from both organizations and look
“TechnipFMC should be more than just the the same geographic area, or ‘Global’ to to empower it. We want to learn from best
sum of its predecessors and we do want to show which ones are operating globally. practices and become even more effective
give the new company a unique identity.” “Other parts of the company are new in helping TechnipFMC win and execute its
The new concept captures the fact that – for example, the formation of a Global projects.”
some types of organizations within the new Products group. Products is a new term for
company
will operate in a speci?c both companies,” notes Julian, “but both Added value
geographic area and others will operate companies have substantial product
Having helped drive Technip’s strategy to
worldwide. So we have ‘Business Units’ and manufacturing capabilities, and one of the broaden its
activities over the last few
Publishers EditorsJournalistsFind more information
FMC Technologies, Inc. Technip Marcela AlbuquerqueAndrew Collieron your company intranet:
5875 N. Sam Houston CS 51650 malbuquerque@technip.comRichard Goslanhttp://inside.net.fmcti.com
Parkway W. Houston, 89 avenue de la Grande Nicola CameronStewart McRoberthttp://thelink.exnet.technip.com
TX 77086 Armée Nicola.Cameron@fmcti.comArt Direction & DesignAll pictures are the property of
United States 75773 Paris Cedex 16 Published byJames CargillFMC Technologies, Inc. and Technip or
Tel. +1 281 591 4000 Tel. +33 (0)1 47 78 24 00 Connect Publicationsits employees, unless otherwise stated.
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ONEUROPE, AFRICA, MIDDLE EAST
SHORE/OFFSHORE
frica, Europe, India, Latin Middle East, Russia
A
ASIA PACIFIC
ONSHORE/OFFSHORE
All Asia, Australia
INTERNATIONAL ASIA PACIFIC
SURFACE SUBSEA PROJECTS
Africa, Asia, All Asia, Australia, India,
Europe & CIS, Middle East (excl. Med)
Middle East
ASIA PACIFIC
SUBSEA SERVICES
All Asia, Australia, India,
Middle East
years, Julian is convinced that the merger challenges ahead in order to ful ll
those
is the best response to a challenging ambitions.
market environment.
“We have to remember that integration
“The way to make the best of a difficult doesn’t stop when the two companies are
period, and then to bene t from the upturn legally put together in the rst quarter next
when
it comes, is to add more value to your year – that’s when the process of creating
customers. We’re convinced that by putting one, powerful company
really starts,” he
the two businesses together it will help our says. “That’s when people start working
customers achieve their objectives more together, that’s when people start being
effectively, and that will win us more colleagues and learning how the two
business,” he says. companies work in practice. We are
“I believe
strongly that a broader fortunate that we have learned so much
business offers more opportunities – in a through the Forsys Subsea joint venture,
downturn it makes the company more but even so, the rst months as a merged
resilient, and in
an upturn it gives company will be the most challenging – but
employees more options. That’s a difficult also I believe the most exhilarating.
thing to say in the current environment, “And let’s not kid ourselves – I know from
characterized by so much restructuring, but my own experience that integration can be
nonetheless it doesn’t stop it being our difficult and stressful but the key is to always
ambition, an ambition that the management keep our “eyes on the prize” – to add value
team holds very dear.” to our customers and create a stronger
merged company, both to
better resist the
Challenges ahead downturn and to take more opportunities
With that thought, Julian returns to the as the markets recover.”
Issue
3 // November 2016
Executive sponsor in charge integration of
Teamwork and empowerment are at the heart of Julian’s role as Executive Sponsor in charge of integration, where he has responsibility for the planning and facilitation of the
overall process.
“The role of any executive, first and foremost, is to put together a team to do the job. And I’m very confident in the team that we have
working on the integration, starting with Integration Program Director Nicolas Gillier and the people around him and now carrying that into the geographic organizations,” he says.
“In conjunction with Thierry and Doug and the rest of the leadership team, I try to set the overall direction, identify the main objectives, and the main risks, communicate
those to the PMO and integration team, and make sure that those overarching objectives, concerns, risks, ways of doing things are enshrined in the frameworks that they have and the ways that they work.
“Then we have to let them get on with it – we trust the team - help them if they need guidance, but make them feel empowered. That allows me to focus my time on issues
that are maybe more difficult to solve, which may require thinking differently about the new organization and may be more controversial or challenging.”
Video
Watch an interview with Frank Luongo, Day
One Integration Lead, on your
company intranet
French and Portuguese versions also available
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Important Information for Investors and Securityholders Additional Information
Forward-Looking Statements Important Additional Information Has Been Filed with the SEC
This
communication contains “forward-looking statements.” All statements other than TechnipFMC has led with the SEC a registration statement on Form S-4, which
statements of historical fact contained in this report are forward-looking statements includes a proxy statement of FMC Technologies that also constitutes a
prospectus of
within the meaning of Section 27A of the United States Securities Act of 1933, as TechnipFMC (the “proxy statement/prospectus”). The
registration statement on Form
amended (the “Securities Act”), and Section 21E of the United States Securities S-4 was declared effective by the SEC on
October 24, 2016 and a de nitive proxy
Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements statement/prospectus has been
delivered as required by applicable law. INVESTORS
usually relate to future events and anticipated revenues, earnings, cash ows or other AND STOCKHOLDERS ARE URGED
TO CAREFULLY READ THE DEFINITIVE
aspects of our operations or operating results. Forward-looking statements are often PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED
identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,”
“foresee,” OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME
“should,” “would,” “could,” “may,”
“estimate,” “outlook” and similar expressions, including AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
the negative thereof. The
absence of these words, however, does not mean that the INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE
statements are not forward-looking. These
forward-looking statements are based on PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders
our current expectations, beliefs and assumptions
concerning future developments can obtain free copies of the de nitive proxy statement/prospectus and other
and business conditions and their potential effect on
us. While management believes documents led with the SEC by the parties through the website maintained by the
that these forward-looking statements are reasonable
as and when made, there can SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of
be no assurance that future developments
affecting us will be those that we anticipate. the de nitive proxy statement/prospectus and other documents led with the SEC on
Factors that could cause actual
results to differ materially from those in the FMC Technologies’ website at www.fmctechnologies.com (for documents filed with the
forward-looking statements
include failure to obtain applicable regulatory or SEC by FMC Technologies) or on Technip’s website at www.technip.com (for
stockholder approvals in a timely
manner or otherwise; failure to satisfy other closing documents led with the SEC by Technip).
conditions to the proposed transactions; failure to obtain favorable
opinions from
counsel for each company to the effect of how TechnipFMC Limited (to be renamed Important Additional Information Has Been Made Available
TechnipFMC plc) (“TechnipFMC”) should be treated for U.S. tax purposes as a result of in an Information Document
the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal
or
international tax laws or interpretations to which they are subject, including the risk Technip has made available an information document in connection with the Technip
that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation meeting of stockholders called to approve the proposed transaction (the “Information
for U.S. federal tax purposes; risks that the new businesses will not be integrated Document”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY
successfully or that the combined companies will not realize estimated cost savings, READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS
value of certain tax assets, synergies and growth or that such bene ts may take longer PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR
to realize than expected; failure to realize anticipated bene ts of the combined ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
operations; risks relating to unanticipated costs of integration; reductions in client INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE
spending or a slowdown in client payments; unanticipated changes relating to PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders
competitive factors in the companies’ industries; ability to hire and retain key personnel; can obtain free copies of the Information Document from Technip on its website at
ability to successfully integrate the companies’ businesses; the potential impact of www.technip.com.
announcement or consummation of the proposed transaction on relationships with
third parties,
including clients, employees and competitors; ability to attract new clients Important Additional Information Will be Made Available in a Prospectus
and retain
existing clients in the manner anticipated; reliance on and integration of Prepared in Accordance with the EU Prospectus Directive
information technology systems;
changes in legislation or governmental regulations TechnipFMC will make publicly available a prospectus, prepared in accordance with
affecting the companies;
international, national or local economic, social or political the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as
conditions
that could adversely affect the companies or their clients; conditions in the a result of the proposed transaction and their admission to trading on the regulated
credit markets; risks associated with assumptions the parties make in connection with market of Euronext Paris (including any supplement thereto, the
“Admission
the parties’ critical accounting estimates and legal proceedings; and the parties’ Prospectus”). INVESTORS AND STOCKHOLDERS ARE
URGED TO CAREFULLY
international operations, which are subject to the risks of currency uctuations and READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS,
IN
foreign exchange controls. THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
All of our forward-looking statements involve risks and uncertainties (some of which CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP,
are signi cant or beyond our control) and assumptions that could cause actual results TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
to differ materially from our historical experience and our present expectations or Investors and stockholders will be able to obtain free copies of the Admission
projections. You should carefully consider the foregoing factors and the other risks and Prospectus from TechnipFMC when available.
uncertainties that affect the parties’ businesses, including those described in
FMC
Technologies’ (“FMC Technologies”) Annual Report on Form 10-K, Quarterly Participants in the Solicitation
Reports on Form 10-Q, Current Reports on
Form 8-K and other documents led from
time to time by FMC Technologies and TechnipFMC with the United States Securities FMC Technologies, Technip, TechnipFMC and
their respective directors and executive
and Exchange Commission (the “SEC”) and those described in Technip S.A.’s officers may be deemed to be
participants in the solicitation of proxies from the
(“Technip”) annual reports, registration documents and other documents filed from time stockholders
of FMC Technologies and Technip, respectively, in respect of the
to time with the French nancial markets regulator (Autorité des marchés nanciers or
proposed transactions contemplated by the de nitive proxy statement/prospectus and
the “AMF”). We wish to caution you not to place undue reliance on any
forward-looking the Information Document. Information regarding the persons who are, under the rules
statements, which speak only as of the date hereof. We
undertake no obligation to of the SEC, participants in the solicitation of the stockholders of FMC Technologies and
publicly update or revise any of our
forward-looking statements after the date they are Technip, respectively, in connection with the proposed transactions, including a
made, whether as a result of
new information, future events or otherwise, except to the description of their direct or indirect interests, by security holdings or otherwise, is set
extent
required by law forth in the de nitive proxy statement/prospectus led with the SEC. Information
regarding FMC Technologies’ directors and executive officers
is contained in
No Offer or Solicitation FMC Technologies’ Annual Report on Form 10-K for the year ended December 31, 2015
and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are led with
This
communication is not intended to and does not constitute an offer to sell or the the SEC and can be obtained free of charge from the sources indicated above.
solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe Information regarding Technip’s directors and executive officers is
contained in
for any securities or the solicitation of any vote in any jurisdiction pursuant to the Technip’s Annual Report for the year ended December 31,
2015 filed with the AMF and
proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of can be obtained free of charge from the
sources indicated above
securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section
10 of the
Securities Act and applicable European regulations. Subject to certain
exceptions to be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without limitation,
facsimile transmission, telephone and the internet) of interstate or foreign commerce, or
any facility of a national securities exchange, of any such jurisdiction.
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