Combined company to retain the name McDermott
McDermott International, Inc. (NYSE:MDR) and CB&I
(NYSE:CBI) today announced that, following the closing of the
combination, the combined company intends to retain the name
McDermott.
“The name McDermott provides a strong foundation for the combined
company and a platform on which we can build our future together,”
said McDermott President and Chief Executive Officer David Dickson,
who will continue to lead the combined company. “We are known
today as a company that delivers excellence in project execution in
a cost-efficient delivery structure for the global energy industry.
Together, McDermott and CB&I will have the integrated
technology, engineering expertise, unmatched experience and global
reach to design and build the energy infrastructure of the future.”
CB&I’s industry-leading business that provides proprietary
process technology licenses, associated engineering services,
catalysts and engineered products will use the Lummus brand
name. Lummus also offers process planning, project
development services and a comprehensive program of aftermarket
support primarily for the petrochemical and refining
industries. The Lummus business will be housed with the
combined company’s leading edge initiatives, including McDermott’s
“Digital Twin” software platform Gemini XDTM, under the umbrella of
McDermott Technology.
CB&I’s world-renowned tank business will also keep its
current branding. CB&I has the most extensive global experience
of any storage tank construction company in the industry, having
built in excess of 46,000 storage structures in more than 100
countries on all seven continents.
The combination is expected to close in May 2018. It 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. Our customers include national
and major energy companies. Operating in approximately 20
countries across the world, our locally focused and globally
integrated resources include approximately 11,800 employees, a
diversified fleet of specialty marine construction vessels,
fabrication facilities and engineering offices. We are renowned for
our 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 International, Inc. (“McDermott”) and Chicago Bridge
and Iron Company N.V. (“CB&I”) caution 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
McDermott, CB&I and the combined business. These
forward-looking statements include, among other things, statements
regarding: the anticipated timing of the closing of the
Combination; branding of the combined company; excellence in
project execution; and sustainable growth. 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 and
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 McDermott’s and
CB&I’s 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 McDermott’s
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
transactions 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
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 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&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 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 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 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.
McDermott Contacts
Media
Ed MemiManager, Communications +1 (281)
870-5943 ememi@mcdermott.com
FinsburyCraig Horowitz / Barney Gimbel+1 (646)
805-2076
Investors
Ty Lawrence Vice President, Investor Relations
+1 (281) 870-5147 tplawrence@mcdermott.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
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