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 FMC Technologies SIS Limited
Date: June 30, 2016
This filing relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and FMC Technologies SIS Limited
(Subject Company Commission File No.: 001-16489)
| This message has been sent to all employees. | June 30, 2016 |
Merger News: FMC Technologies and Technip set out principles and organization for their merger integration
A unique transaction like the merger of FMC Technologies and Technip requires a coordinated approach, which is why the two companies are creating one team to facilitate the integration planning efforts, and setting out clear principles and organization.
Integration principles
Integration will be organized as a project. Given the size of the project and the integration necessary, it will be decentralized into several workstreams. Each workstream will be sponsored by an appropriate member of the future TechnipFMC leadership team.
The workstreams will cover the main operational and functional requirements needed for the new company. A regional and country-based integration program will complement these operational and functional workstreams in due course.
Integration planning has now started and will intensify in the coming weeks and months until the merger completes. This is expected in early 2017. Integration implementation will then start on “day one” — the first day we will officially operate as one company.
Integration organization and management
The integration project (both planning and subsequent implementation) will have a steering group comprised of the workstream sponsors (the Executive Sponsor Team, or EST) and will be led by Julian Waldron, currently Chief Financial Officer of Technip and future Chief Operating Officer for TechnipFMC.
The EST will oversee the integration project, make final decisions, and ensure those decisions are cascaded throughout the organization. Its members also will ensure that the process is fair and transparent throughout.
The integration project will be run by a joint Program Management Office (PMO) led by Nicolas Gillier. Nicolas has nearly 20 years of experience with subsea, surface, offshore and onshore projects in different management roles across Africa, Asia Pacific, Middle East and Europe. He joined FMC Technologies in 2008 after holding various project management roles at Total. Recently, he was responsible for the subsea projects department in eastern region and the surface wellhead business in Europe, CIS and Africa.
PMO staffing and goals
The PMO will have overall responsibility for the design and planning of the integration project, ensuring that the integration objectives are met, that decision-making is timely, and issues are raised and addressed by the workstream sponsors and their teams. The PMO will provide specialist resources when needed, hold the budget for the integration project and the workstreams, and track synergies and synergy costs.
Many employees will be asked to participate in a workstream or to provide information for a workstream activity. If a joint team member reaches out for your support, please do what you can in a timely manner to make this successful.
It is critically important during integration that we continue to serve our clients and execute our projects impeccably. Accordingly, we will in most cases dedicate specific resources to integration so as not to reduce the focus on our clients and our projects.
The workstreams
The workstreams reflect the basic organizational principles around which TechnipFMC will be built, which include:
| - | Operational groups: Surface, Onshore/Offshore, Subsea Services, Subsea Projects and Products |
| - | Accountable and empowered geographic organizations |
| - | Functions that operate in shared services platforms across the above operational and geographic organizations |
With the above in mind, the workstreams currently defined include the following:
| - | Functional workstreams: HSE, security, quality, HR, projects, tenders & business development, finance, legal, supply chain & procurement, R&D, shared services, key account management, communications, IT, insurance, and facilities. |
| - | And cutting across the functions: surface, onshore/offshore, subsea services, subsea projects, products, and day one preparation. |
Additional workstreams are likely to be added as the planning process moves forward, notably to cover geographic and country-based activities.
Next Steps and communication
The next steps will be to complete the staffing of the PMO, drawing on resources from both companies, and finalize the initial planning and organization. At the same time, the workstream sponsors are putting together teams and priorities so that all are up and running in July.
The PMO, in conjunction with the communication teams of both groups, will ensure regular communication across Technip and FMC Technologies about the progress and milestones of the integration process.
Summary
This announcement represents a significant step forward in the integration planning efforts. The power that comes from working as one integration team will help drive the successful execution of this transaction, which in turn will drive substantial value for customers, employees and shareholders.
Both companies appreciate your continued support and flexibility throughout this important transaction. We will communicate regularly to all employees about the progress of the integration planning.
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains “forward-looking statements”. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how FMC Technologies SIS Limited (to be renamed TechnipFMC plc) (“TechnipFMC”) should be treated for U.S. tax purposes as a result of 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 that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies’ industries; ability to hire and retain key personnel; ability to successfully integrate the companies’ businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; and the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in FMC Technologies’ (“FMC Technologies”) Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the “SEC”) and those described in Technip S.A.’s (“Technip”) annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the “AMF”). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of 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.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC will file with the SEC a registration statement on Form S-4, which will include the proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on FMC Technologies’ website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip’s website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the “Report”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the information document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Directive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the “Admission Prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/prospectus and the report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies’ directors and executive officers is contained in 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 filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip’s directors and executive officers is contained in Technip’s Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.