McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I
(NYSE:CBI) today announced that the registration statement on Form
S-4 filed with the U.S. Securities and Exchange Commission ("SEC")
by McDermott and a subsidiary of CB&I has been declared
effective as of 2:00 p.m. Eastern Daylight Time on March 29, 2018.
The registration statement was filed in connection with the
proposed combination of McDermott and CB&I and includes a joint
proxy statement for the special meetings of McDermott and
CB&I’s respective shareholders.
In addition, the two companies also announced the scheduled
dates of the special meetings of their respective shareholders to
seek certain approvals related to the proposed combination.
- McDermott's special meeting of shareholders is scheduled to be
held on May 2, 2018 at 9:00 a.m. Central Daylight Time, at the
offices of Baker Botts L.L.P., 910 Louisiana, 32nd floor, Houston,
Texas.
- CB&I's special meeting of shareholders is scheduled to be
held on May 2, 2018 at 3:00 p.m. Central European Time, at the
Intercontinental Amstel Amsterdam, Professor Tulpplein 1, 1018 GX
Amsterdam.
McDermott’s and CB&I’s respective boards of directors
recommend that the companies’ respective shareholders vote
"FOR" the proposals put forth for resolution at
each special meeting. Each company's shareholders of record at the
close of business on April 4, 2018 are entitled to vote at their
respective meetings and will receive the joint proxy
statement/prospectus, which will be mailed to shareholders.
The joint proxy statement/prospectus contains important information
about the proposed combination, the related business combination
agreement and the proposals to be considered at the special
meetings. CB&I shareholders should expect to receive a separate
mailing that contains documents related to an exchange offer that
McDermott intends to commence for the outstanding common stock of
CB&I.
As previously announced on December 18, 2017, McDermott and
CB&I have agreed to combine in an all-stock transaction to
create a premier fully vertically integrated onshore-offshore
company, with a broad engineering, procurement, construction and
installation service offering and market leading technology
portfolio. Under the terms of the proposed combination, CB&I
shareholders will be entitled to receive 2.47221 shares of
McDermott common stock for each share of CB&I common stock
owned (or 0.82407 shares if McDermott effects a planned
three-to-one reverse stock split prior to closing), subject to any
applicable withholding taxes. Upon completion, it is estimated that
McDermott shareholders will own approximately 53 percent of the
combined company on a fully diluted basis and CB&I shareholders
will own approximately 47 percent.
The transaction remains subject to customary conditions,
including approval by McDermott’s and CB&I’s shareholders,
completion of financing and other closing conditions. The
combination is expected to be completed in the second quarter of
2018.
The registration statement on form S-4, which contains the joint
proxy statement/prospectus, is available on the SEC's website at
www.sec.gov, as well as the investor relations sections of the
McDermott website.
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 11,800 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.
About CB&I
CB&I (NYSE:CBI) is a leading provider of technology and
infrastructure for the energy industry. With more than 125 years of
experience, CB&I provides reliable solutions to our customers
around the world while maintaining a relentless focus on safety and
an uncompromising standard of quality. For more information, visit
www.CBI.com.
Forward-Looking Statements
McDermott and CB&I caution that statements in this press
release which are forward-looking, and provide other than
historical information, involve risks, contingencies and
uncertainties that may impact actual results of operations of
McDermott, CB&I and the combined business. These
forward-looking statements include, among other things, statements
about the scheduled dates for the special meetings, the expected
ownership in the combined company and the expected completion date
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 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; and the outcome of any
legal proceedings, regulatory proceedings or enforcement matters
that may be instituted relating to the proposed combination.
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 SEC, including
their respective annual reports on Form 10-K for the year ended
December 31, 2017. This press release reflects the
expectations of McDermott’s management and CB&I’s management as
of the date hereof. Except to the extent required by
applicable law, McDermott and CB&I undertake 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 with the SEC that includes (1) a joint proxy statement
of McDermott and CB&I, which also will constitute a prospectus
of McDermott and (2) an offering prospectus of McDermott
Technology, B.V. to be used 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 intend to mail a definitive joint
proxy statement/prospectus to stockholders of McDermott and
shareholders of CB&I. In addition, McDermott and McDermott
Technology, B.V. intend to file a Tender Offer Statement on
Schedule TO-T (the “Schedule TO”) with the SEC and soon thereafter
CB&I intends to file a Solicitation/Recommendation Statement on
Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange
offer. The exchange offer for the outstanding common stock of
CB&I referred to in this document has not yet commenced. The
solicitation and offer to purchase shares of CB&I’s common
stock will only be 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 have filed or 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
AN 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 WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS.
Investors will be 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
(when they become available) 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 the 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 the 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 will be set forth in the Registration Statement
and joint proxy statement/prospectus and other materials when they
are 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
Media
Adam Morgan Director, Global Communications +1 (281) 253-9005
amorgan@mcdermott.com
FinsburyKal Goldberg / Winnie Lerner / Chris
Ryall+1 (646) 805-2855
Investors
Ty Lawrence Vice President, Treasurer and
Investor Relations +1 (281) 870-5147 tplawrence@mcdermott.com
Mackenzie PartnersBob Marese / John Bryan+1
(800) 322-2885proxy@mackenziepartners.com
CB&I Contacts
Media
Gentry BrannSenior Vice President, Global Communications and
Brand Management+1 (832) 513-1031Gentry.Brann@CBI.com
Joele Frank, Wilkinson Brimmer KatcherDan
Katcher / Ed Trissel / Leigh Parrish+1 (212) 355-4449
Investors
Scott Lamb Vice President, Investor Relations+1 (832)
513-1068Scott.Lamb@CBI.com
Innisfree M&A
Arthur Crozieracrozier@innisfreema.com +1 (212)
750-5833
Larry Miller lmiller@innisfreema.com +1 (212) 750-5833
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