How will shares of both Technip and FMC Technologies be handled upon closing of the merger?
- Following completion of the merger on January 16th, 2017, FMC Technologies shares were delisted from the NYSE and Technip shares were delisted from Euronext Paris.
- Each owner of one share of Technip received two shares of TechnipFMC, and each owner of one share of FMC Technologies received one share of TechnipFMC.
- TechnipFMC shares trade on the New York Stock Exchange (NYSE) and on the regulated market of Euronext Paris.
When did trading begin for shares of TechnipFMC?
- Trading of TechnipFMC shares began on January 17th, 2017, on Euronext Paris at 9:00 a.m. (Paris time) and on the NYSE at 9:30 a.m. (New York time).
- TechnipFMC shares are listed under the symbol “FTI” on both the New York Stock Exchange and Euronext Paris.
- TechnipFMC shares are listed under the International Securities Identification Number (ISIN) GB00BDSFG982.
In which currencies are TechnipFMC shares traded?
- TechnipFMC shares trade in U.S. dollars on the NYSE and in Euros on Euronext Paris.
- Fluctuations in the Euro/U.S. dollar exchange rate may bring distortions between the prices at which the TechnipFMC shares trade on each trading venue.
- Any stockholder trading on the NYSE whose main currency is not the U.S. dollar and any stockholder trading on Euronext Paris whose main currency is not the Euros may therefore be exposed to currency risks and may incur additional costs, such as financial intermediation costs.
What is the new cost basis for former FMC Technologies shareholders as a result of the merger with Technip?
Will the company pay dividends or engage in share repurchase activity?
- Prior to the merger, Technip had a policy of returning capital to shareholders through dividends while FMC Technologies returned capital via share buybacks.
- TechnipFMC intends to adopt a dividend policy in the future and anticipates the possible use of dividends distribution and share repurchases. Any shareholder distributions will remain subject to approval by the TechnipFMC Board of Directors and available distributable reserves of the company. To that end, TechnipFMC expects to implement a court-approved reduction of its capital in order to create distributable profits to support the payment of possible future dividends or share repurchases.
What will the combined company’s balance sheet look like?
- At the time of closing, TechnipFMC emerged with one of the strongest balance sheets in the industry.
- The company has a solid capital structure that is intended to enhance its ability to drive profitable growth and value creation, especially as market conditions improve.
What cost synergies are expected to result from the merger that created TechnipFMC?
- The combination of Technip and FMC Technologies is expected to achieve annual pretax cost synergies of approximately $400 million per annum in 2019 and thereafter.
- Synergies are expected to come from the company’s (1) supply chain, (2) corporate overhead and (3) regional infrastructure:
- Supply chain: beneficial scale from higher combined volumes, improved terms with suppliers
- Corporate: leveraging global shared services (such as information technology), reduction in external vendors
- Infrastructure: reduced local footprint of regional Selling, General and Administrative expenses, facilities, office costs and engineering costs
- The $400 million in pretax cost savings do not include potential balance sheet optimization or tax synergies.
- These synergies are on top of the company’s existing operational cost savings initiatives
Does the company anticipate any revenue synergies as a result of the merger?
- TechnipFMC will offer customers a value proposition built on early involvement and integrated solutions that can provide significant cost savings and improve project economics.
- While we have not identified a specific target for revenue synergies, we do believe that the economic benefits that can result from an integrated approach may yield additional revenue opportunities for TechnipFMC.
Who are the most senior leaders of TechnipFMC?
- Thierry Pilenko will serve as Executive Chairman of TechnipFMC’s Board of Directors.
- Doug Pferdehirt will serve as Chief Executive Officer of the company and as a member of the Board of Directors.
- Maryann Mannen will serve as Executive Vice President and Chief Financial Officer.
- Julian Waldron will serve as Executive Vice President and Chief Operating Officer.
- The table below identifies other members of the company’s senior leadership team.
How many individuals serve on the Board of Directors of TechnipFMC?
- The Board of Directors will consist of 14 members.
- Thierry Pilenko will serve as Executive Chairman. The company’s Chief Executive Officer, Doug Pferdehirt, will also be a member of the Board.
- The Board’s governance principles provide for clear and balanced corporate governance and leadership.
Where will TechnipFMC be headquartered?
- TechnipFMC will be domiciled in London, United Kingdom.
- TechnipFMC will have headquarters located in Paris, France (where the Executive Chairman will have his principal office), Houston, Texas, USA (where the CEO will have his principal office), and London, United Kingdom.
Important information for investors and securityholders
This document contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The words such as " believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections, including the following known material factors:
- risks that the new businesses will not be integrated successfully or that the combined company will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected;
- unanticipated costs of integration;
- reliance on and integration of information technology systems;
- reductions in client spending or a slowdown in client payments;
- unanticipated changes relating to competitive factors in our industry; and
- such other risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Registration Statement on Form S-4, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in our filings with the Autorité des marchés financiers or the Financial Conduct Authority.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.