McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I
(NYSE:CBI) today announced both companies have received the
necessary stockholder approvals to complete the proposed business
combination.
As previously announced, upon completion of the transaction,
McDermott stockholders will own approximately 53 percent of the
combined company on a fully diluted basis and CB&I shareholders
will own approximately 47 percent of the combined company.
As a result of the approval by McDermott stockholders of the
3-to-1 reverse stock split resolution, CB&I shareholders will
receive 0.82407 shares of McDermott common stock for each share of
CB&I common stock tendered in the exchange offer.
With the receipt of these approvals, McDermott and CB&I
believe that all material conditions to the combination, other than
those to be satisfied on the closing date, have been satisfied.
The transaction is expected to be completed on May 10, 2018,
subject to confirmation of satisfaction of the 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 11,600 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
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 and McDermott, including after the proposed business
combination with CB&I. These forward-looking statements
include, among other things, statements about the expected timing
of the closing 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 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 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 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. CB&I’s shareholders approved the proposed
transactions at CB&I’s special general meeting held on May 2,
2018, and McDermott’s stockholders approved resolutions related to
the proposed transactions at McDermott’s special meeting of
stockholders held on May 2, 2018. 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 INVESTMENT DECISION OR
DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF
CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, 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.
McDermott Contacts
Ed MemiManager, Communications+1 (281)
870-5943ememi@mcdermott.com
FinsburyWinnie Lerner / Nicholas Leasure+1
(646) 805-2855
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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