Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
20 April 2018 - 6:24AM
Edgar (US Regulatory)
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Filed by Chicago Bridge & Iron Company N.V.
(Commission File No.: 1-12815)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Subject Company: Chicago Bridge & Iron Company N.V.
Form S-4 File No.: 333-222662
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April 17, 2018
PROTECT THE VALUE OF YOUR INVESTMENT
Dear Fellow Shareholder:
According to our latest records, we
have not yet received your proxy for the important Special General Meeting of Shareholders of Chicago Bridge & Iron Company N.V. (CB&I) to be held on May 2, 2018. At the Meeting, shareholders will consider matters
related to the proposed combination with McDermott International, Inc.
The CB&I Supervisory Board of Directors and CB&I Management Board of Directors unanimously recommend that shareholders vote FOR all proposals under consideration.
THE MEETING IS FAST APPROACHING, AND YOUR VOTE IS IMPORTANT
PLEASE VOTE AS SOON AS POSSIBLE
The
Combination cannot be completed unless the required CB&I shareholder approvals are received.
Therefore, your vote is important no matter how
many or how few shares you may own.
If you have not already done so, we urge you to vote
TODAY
in order to protect the value of your
investment.
Very truly yours,
Patrick Mullen
President
and Chief Executive Officer
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REMEMBER:
You can vote your shares by telephone or by internet.
Please follow the instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
1 (877)
825-8971
(toll-free from the U.S. and Canada)
+1 (412)
232-3651
(from other locations)
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Forward-Looking Statements
CB&I 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 CB&I or McDermott, including after the proposed business combination with McDermott. These forward-looking statements include, among other things, statements about the timing and
completion of 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 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; 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 McDermotts and CB&Is annual and quarterly filings with the U.S. Securities and Exchange Commission (the SEC),
including their respective annual reports on Form
10-K
for the year ended December 31, 2017. This communication reflects the views of CB&Is management as of the date hereof. Except to the extent
required by applicable law, CB&I 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 transaction 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 has filed a Registration Statement on Form
S-4
(the Registration Statement) with 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 shareholders 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&Is 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 McDermotts and/or CB&Is 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 SECs website, or free of charge from McDermotts
website (http://www.mcdermott.com) under the tab, Investors and under the heading Financial Information or by contacting McDermotts Investor Relations Department at (281)
870-5147.
These documents are also available free of charge from CB&Is website (http://www.cbi.com) under the tab Investors and under the heading SEC Filings or by contacting
CB&Is 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 McDermotts and CB&Is 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.
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