AMEC plc and its subsidiary AMEC International Investments BV, have announced today that the offer to purchase all of the issued and to be issued registered shares of Foster Wheeler AG has been successfully completed.
The company says that all conditions to the offer have been satisfied.
AMEC is making the necessary filings today to change its name to Amec Foster Wheeler plc (“Amec Foster Wheeler”). Amec Foster Wheeler shares are listed on the London Stock Exchange and its ticker will change from “AMEC” to “AMFW” at the open of the UK market on Friday, 14 November. Amec Foster Wheeler American Depositary Shares (“ADSs”) will begin trading on the New York Stock Exchange today on a “when issued” basis under the ticker “AMFW”.
Squeeze-Out Merger
AMEC intends to complete the acquisition of Foster Wheeler by effecting a squeeze-out merger pursuant to article 8, paragraph 2 and article 18, paragraph 5 of the Swiss Merger Act (the “Squeeze-Out Merger”) and expects that any Foster Wheeler shareholders who have not tendered into the Offer and who are to be subject to the Squeeze-Out Merger will be compensated on the same terms as the Offer. AMEC may pursue any legally available method to acquire or control, directly or indirectly, 100 per cent. of the issued Foster Wheeler voting rights, the company said.
Delisting and Deregistration
According to AMEC, Foster Wheeler will also announce today that it intends to voluntarily delist the Foster Wheeler shares from the NASDAQ Global Select Market and, provided that the requirements for deregistration are met, in due course, that it intends to subsequently deregister the Foster Wheeler shares under the Securities Exchange Act of 1934. Foster Wheeler also intends to suspend its reporting obligations under the Exchange Act once it is eligible to do so.
Changes to the AMEC Board
Pursuant to the terms of the implementation agreement with Foster Wheeler, and as previously announced by AMEC on 3 October 2014, the appointment of Stephanie Newby to the Board of Directors of AMEC became effective upon closing of the Offer. Pursuant to her letter of appointment, Stephanie Newby has also been appointed to AMEC’s Audit and Ethics Committees. The appointment of J. Kent Masters to the Board of Directors of AMEC will become effective following the termination of his employment with Foster Wheeler.
Foster Wheeler AG has, in February this year, entered into a definitive agreement with AMEC plc pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of the Company.
Press Release