Press release | January 16, 2020
TechnipFMC Reaffirms Timeline for Separation Into Two Industry-Leading, Diversified Pure-Play Companies
LONDON & PARIS & HOUSTON--(BUSINESS WIRE)-- Regulatory News:
TechnipFMC (NYSE:FTI) (PARIS:FTI) (ISIN:GB00BDSFG982) today reaffirmed that its planned transaction to separate into two companies, TechnipFMC and Technip Energies, is well on track for completion in the first half of 2020.
The Company anticipates completing the transaction in the second quarter of 2020 and intends to host a Capital Markets event in Paris for Technip Energies before completion of the spin-off.
The Company also announced that the E.U. Prospectus for the spin-off of Technip Energies will now include audited IFRS financial statements for Technip Energies for each of the fiscal years ended December 31, 2016 through 2019. In order to provide financial statements for the full year 2019, which will afford greater visibility into recent historical performance, the Company anticipates the release of its E.U. Prospectus after its annual filings (Annual Report on Form 10-K and U.K. Annual Report).
In addition to the approval of the E.U. Prospectus by the Dutch Authority for the Financial Markets (AFM), the successful completion of the planned spin-off also remains subject to general market conditions, regulatory approvals, and final Board approval. While awaiting receipt of all final approvals, the Company and its employees will stay focused on delivering operational excellence and world-class service to its clients.
Technip Energies (SpinCo)
With approximately 15,000 employees, Technip Energies would be one of the largest E&C pure-plays and is poised to capitalize on the global energy transition. Technip Energies will be well positioned to capture LNG opportunities as a result of its disciplined project delivery model, diversified capabilities and track record. In addition, the new company will benefit from its leadership position, in terms of backlog, in the downstream market, as well as future growth opportunities in biofuels, green chemistry and other energy alternatives. Technip Energies will be incorporated in the Netherlands with headquarters in Paris and listed on the Euronext Paris exchange.
With approximately 22,000 employees, TechnipFMC would be a fully-integrated technology and services provider, continuing to drive energy development. The company’s role will be to support clients in the delivery of unique, integrated production solutions. As a standalone company, TechnipFMC will be the largest diversified pure-play in the industry. TechnipFMC will remain incorporated in the United Kingdom with headquarters in Houston and listed on both the NYSE and Euronext Paris exchange.
Important Information for Investors and Securityholders
This release contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Words such as “expect,” “plan,” “intend,” “would,” “will,” and similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, and include any statements with respect to the potential separation of the Company into RemainCo and SpinCo, the expected financial and operational results of RemainCo and SpinCo after the potential separation and expectations regarding RemainCo’s and SpinCo’s respective businesses or organizations after the potential separation. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the U.S. Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority, as well as the following:
- risks associated with the impact or terms of the potential separation;
- risks associated with the benefits and costs of the potential separation, including the risk that the expected benefits of the potential separation will not be realized within the expected time frame, in full or at all;
- risks that the conditions to the potential separation, including regulatory approvals and consultation of employee representatives, will not be satisfied and/or that the potential separation will not be completed within the expected time frame, on the expected terms or at all;
- the expected tax treatment of the potential separation, including as to shareholders in the United States or other countries;
- changes in the shareholder bases of the Company, RemainCo and SpinCo, and volatility in the market prices of their respective shares;
- risks associated with any financing transactions undertaken in connection with the potential separation; and
- the impact of the potential separation on our businesses and the risk that the potential separation may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties.
We 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.
This press release is intended for informational purposes only for the shareholders of TechnipFMC, the majority of whom reside in the United States, the United Kingdom and Europe. This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), and SpinCo’s shares will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the Prospectus Regulation. This press release is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute a press release of this nature.
TechnipFMC is a global leader in subsea, onshore/offshore, and surface projects. With our proprietary technologies and production systems, integrated expertise, and comprehensive solutions, we are transforming our clients’ project economics.
We are uniquely positioned to deliver greater efficiency across project lifecycles from concept to project delivery and beyond. Through innovative technologies and improved efficiencies, our offering unlocks new possibilities for our clients in developing their oil and gas resources.
Each of our more than 37,000 employees is driven by a steady commitment to clients and a culture of purposeful innovation, challenging industry conventions, and rethinking how the best results are achieved.
TechnipFMC utilizes its website www.TechnipFMC.com as a channel of distribution of material company information. To learn more about us and how we are enhancing the performance of the world’s energy industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.
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