McDermott International, Inc. (NYSE:MDR) issued the following
statement in response to a recent press release from Hotchkis &
Wiley regarding the Company’s proposed combination with CB&I
(NYSE:CBI):
“McDermott is fully committed to completing the transformational
combination with CB&I, which the Company’s Board of Directors
believes is in the best interest of McDermott and its stockholders.
The combination creates a company that spans the entire value chain
from concept to commissioning, and is expected to deliver
compelling value, make the combined business more competitive and
enable a more consistent, predictable performance through market
cycles.
The proven McDermott management model delivers sustainable,
profitable growth. By applying this operational excellence across
the combined portfolio, we will be a best-in-class integrated
solutions provider driven by consistency in systems, processes,
execution and culture. This model will benefit stockholders by
unlocking value in the near and long term.
The companies have received all necessary regulatory approvals
and are in a position to complete the requisite financing. The
combination is expected to close in the second quarter of
2018.”
McDermott’s special meeting of stockholders is scheduled to be
held on May 2, 2018. McDermott encourages its stockholders of
record at the close of business on April 4, 2018 to vote
“FOR” each of the proposals relating to the
combination. Stockholders who have any questions or need assistance
voting their shares should contact McDermott’s proxy solicitor,
MacKenzie Partners, Inc., toll free at (800) 322-2885.
The combination remains subject to customary conditions,
including approval by McDermott’s and CB&I’s stockholders and
other closing conditions.
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 12,000 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.
Forward-Looking Statements
McDermott cautions 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, including after the
proposed business combination with CB&I. These
forward-looking statements include, among other things, statements
about the combination delivering compelling value, making the
combined business more competitive and enabling more consistent,
predictable performance through market cycles, the delivery of
sustainable, profitable growth, unlocking value to benefit
stockholders, and best-in-class operations. 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 regulatory and
stockholder approvals necessary to complete the proposed
combination; 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; or 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 McDermott’s and
CB&I’s annual and quarterly filings with the Securities and
Exchange Commission, including its annual report on Form 10-K for
the year ended December 31, 2017. This press release reflects the
views of McDermott’s management as of the date hereof. Except
to the extent required by applicable law, McDermott 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 International, Inc. ("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 stockholders of
McDermott and stockholders 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&I's 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 McDermott's and/or
CB&I's stockholders 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 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 stockholders 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.
McDermott Contacts
Media
Ed MemiManager, Communications+1 (281)
870-5943ememi@mcdermott.com
FinsburyWinnie Lerner / Nicholas Leasure+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) 322-2885
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