Foster Wheeler AG (Nasdaq:FWLT) (“Foster Wheeler” or the
“Company”) announced today that it intends to voluntarily delist
the registered shares of the Company, par value CHF 3 per share
(the "Shares"), from the NASDAQ Global Select Market (“NASDAQ”)
and, provided that the requirements for deregistration are met, in
due course, it intends to subsequently deregister the Shares under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company also intends to suspend its reporting
obligations under the Exchange Act once it is eligible to do
so.
As previously disclosed, pursuant to the Implementation
Agreement dated 13 February 2014, by and between Amec Foster
Wheeler plc (formerly AMEC plc) (“Amec Foster Wheeler”) and the
Company (as amended by the letter agreement dated 28 March 2014,
the Deed of Amendment dated 28 May 2014 and the Deed of Amendment
dated 2 October 2014, the “Implementation Agreement”), Amec Foster
Wheeler agreed, among other things, to acquire all of the issued
and to be issued Shares. On the terms and subject to the conditions
of the Implementation Agreement, AMEC International Investments BV
(a wholly owned subsidiary of Amec Foster Wheeler) commenced an
exchange offer (the “Offer”) on October 7, 2014 to acquire all of
the issued and to be issued Shares. The Offer, which was extended
on November 5, 2014 from its original expiration date of November
4, 2014, expired at 11:59 pm, New York City time, on November 12,
2014 (4:59 a.m. London time on November 13, 2014; 5:59 a.m. Zug
time on November 13, 2014).
On November 13, 2014 (the "Effective Date"), Amec Foster Wheeler
announced the completion of the Offer. AMEC International
Investments BV has accepted for payment all Shares that were
validly tendered and not validly withdrawn in accordance with the
terms of the Offer. As a result, Amec Foster Wheeler, through AMEC
International Investments BV, beneficially owns approximately 99.3
percent (99.03%) (including 9,557,671 Shares tendered pursuant to
notices of guaranteed delivery) of the outstanding Shares and a
change of control has occurred. It is anticipated that Amec Foster
Wheeler will complete the acquisition of the Company by effecting a
squeeze out merger under Swiss law (the "Squeeze-Out Merger")
whereby any remaining holders of Shares will be compensated on the
same terms as the Offer. As a result of the completion of the
Squeeze-Out Merger, the Company will become a wholly-owned
subsidiary of Amec Foster Wheeler and a trading market for the
Company’s registered shares will no longer exist.
As of the Effective Date, Clayton C. Daley, Jr., Edward G.
Galante, John M. Malcolm and Maureen B. Tart-Bezer each resigned
from the Board of Directors of the Company. After giving effect to
those resignations, Stephanie S. Newby is the sole member of the
Company’s audit committee, and accordingly, the Company is not in
compliance with NASDAQ Rule 5605(c)(2)(A), which requires each
listed company to have an audit committee comprised of at least
three independent directors. Ms. Newby qualifies as an “audit
committee financial expert”.
Additionally, in light of the fact that the Offer has closed and
Amec Foster Wheeler intends, as described above, to complete the
acquisition by effecting the Squeeze-Out Merger, as well as certain
other factors, on the Effective Date, the Board of Directors of
Foster Wheeler decided to cause the listing of the Company’s Shares
to be withdrawn from NASDAQ. In accordance with this decision, on
the Effective Date, in connection with the Offer, the Company
notified NASDAQ of its intent to remove its Shares from listing on
NASDAQ and its intent to file a Form 25, Notification of Removal
from Listing and/or Registration under Section 12(b) of the
Exchange Act (“Form 25”), with the SEC to delist and/or deregister
the Shares.
As disclosed in the notice to NASDAQ, the Company expects to
file the Form 25 with the SEC and NASDAQ on or about November 24,
2014. The Form 25 will become effective 10 days after it is filed
and the last day of trading of the Shares on NASDAQ will be
December 3, 2014. The Company has not arranged (nor is it planning
to arrange) for the listing of the Company’s securities on another
U.S. securities exchange or for quotation of the Company’s
securities on any other quotation medium in the United States.
Following the delisting of the Shares from NASDAQ, it is possible
that market makers may continue to make a market in the Shares on
the over-the-counter market, although there can be no assurances
that any trading market for the Shares will exist, and the
liquidity of such trading market may be limited.
Provided that the requirements for deregistration are met, in
due course, the Company intends to file a Form 15 with the SEC
under the Exchange Act, requesting the deregistration of the Shares
under Section 12(g) of the Exchange Act and the suspension of the
Company’s reporting obligations under Section 15(d) of the Exchange
Act. As of the date of the filing of the Form 15, the obligation of
the Company and its subsidiaries to file reports under the Exchange
Act, including Forms 10-K, 10-Q and 8-K, will be immediately
suspended. Other filing requirements will terminate upon the
effectiveness of the deregistration under Section 12(g) of the
Exchange Act, which is expected to occur 90 days after the filing
of the Form 15.
The Company reserves the right, for any reason, to delay these
filings or to withdraw them prior to their effectiveness, and to
otherwise change its plans in this regard.
Foster Wheeler AG is a global engineering and construction
company and power equipment supplier delivering technically
advanced, reliable facilities and equipment. The company employs
approximately 13,000 talented professionals with specialized
expertise dedicated to serving its clients through one of its two
primary business groups. The company’s Global Engineering and
Construction Group designs and constructs leading-edge processing
facilities for the upstream oil and gas, LNG and gas-to-liquids,
refining, chemicals and petrochemicals, power, minerals and metals,
environmental, pharmaceuticals, biotechnology and healthcare
industries. The company’s Global Power Group is a world leader in
combustion and steam generation technology that designs,
manufactures and erects steam generating and auxiliary equipment
for power stations and industrial facilities and also provides a
wide range of aftermarket services. The company is based in Zug,
Switzerland, and its operational headquarters office is in Reading,
United Kingdom. For more information about Foster Wheeler, please
visit our website at www.fwc.com.
Safe Harbor Statement
Foster Wheeler AG news releases may contain forward-looking
statements that are based on management’s assumptions, expectations
and projections about the Company and the various industries within
which the Company operates. These include statements regarding the
Company’s expectations about revenues (including as expressed by
its backlog), its liquidity, the outcome of litigation and legal
proceedings and recoveries from customers for claims and the costs
of current and future asbestos claims and the amount and timing of
related insurance recoveries. Such forward-looking statements by
their nature involve a degree of risk and uncertainty. The Company
cautions that a variety of factors, including but not limited to
the factors described in the Company’s most recent Annual Report on
Form 10-K, which was filed with the U.S. Securities and Exchange
Commission on February 27, 2014, and the following, could cause the
Company’s business conditions and results to differ materially from
what is contained in forward-looking statements: the risk that the
Company’s business will be adversely impacted during the
integration following the acquisition of the Company by AMEC plc,
unexpected delays or impediments to the completion of the
Squeeze-Out Merger, benefits, effects or results of the Company’s
redomestication to Switzerland, deterioration in global economic
conditions, changes in investment by the oil and gas, oil refining,
chemical/petrochemical and power generation industries, changes in
the financial condition of its customers, changes in regulatory
environments, changes in project design or schedules, contract
cancellations, the changes in estimates made by the Company of
costs to complete projects, changes in trade, monetary and fiscal
policies worldwide, compliance with laws and regulations relating
to the Company’s global operations, currency fluctuations, war,
terrorist attacks and/or natural disasters affecting facilities
either owned by the Company or where equipment or services are or
may be provided by the Company, interruptions to shipping lanes or
other methods of transit, outcomes of pending and future
litigation, including litigation regarding the Company’s liability
for damages and insurance coverage for asbestos exposure,
protection and validity of the Company’s patents and other
intellectual property rights, increasing global competition,
compliance with its debt covenants, recoverability of claims
against the Company’s customers and others by the Company and
claims by third parties against the Company, and changes in
estimates used in its critical accounting policies. Other factors
and assumptions not identified above were also involved in the
formation of these forward-looking statements and the failure of
such other assumptions to be realized, as well as other factors,
may also cause actual results to differ materially from those
projected. Most of these factors are difficult to predict
accurately and are generally beyond the Company’s control. You
should consider the areas of risk described above in connection
with any forward-looking statements that may be made by the
Company. The Company undertakes no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events or otherwise. You are advised, however,
to consult any additional disclosures the Company makes in proxy
statements, quarterly reports on Form 10-Q, annual reports on Form
10-K and current reports on Form 8-K filed with or furnished to the
Securities and Exchange Commission.
Media Contacts:United StatesPatti Landsperger, +1
908-713-2944patti_landsperger@fwc.comorOther Inquiries+1 908
730-4000fw@fwc.com
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