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  • McDermott and CB&I Announce Form S-4 Registration Statement Declared Effective
    édité le 30/03/2018 - Plus de news de "McDermott" - Voir la fiche entreprise de "McDermott"


McDermott and CB&I Announce Form S-4 Registration Statement Declared Effective
McDermott International, Inc. and CB&I announced that the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission ("SEC") by McDermott and a subsidiary of CB&I has been declared effective as of 2:00 p.m. Eastern Daylight Time on March 29, 2018. The registration statement was filed in connection with the proposed combination of McDermott and CB&I and includes a joint proxy statement for the special meetings of McDermott and CB&I’s respective shareholders.

In addition, the two companies also announced the scheduled dates of the special meetings of their respective shareholders to seek certain approvals related to the proposed combination.

McDermott's special meeting of shareholders is scheduled to be held on May 2, 2018 at 9:00 a.m. Central Daylight Time, at the offices of Baker Botts L.L.P., 910 Louisiana, 32nd floor, Houston, Texas.

CB&I's special meeting of shareholders is scheduled to be held on May 2, 2018 at 3:00 p.m. Central European Time, at the Intercontinental Amstel Amsterdam, Professor Tulpplein 1, 1018 GX Amsterdam.

McDermott’s and CB&I’s respective boards of directors recommend that the companies’ respective shareholders vote "FOR" the proposals put forth for resolution at each special meeting. Each company's shareholders of record at the close of business on April 4, 2018 are entitled to vote at their respective meetings and will receive the joint proxy statement/prospectus, which will be mailed to shareholders. The joint proxy statement/prospectus contains important information about the proposed combination, the related business combination agreement and the proposals to be considered at the special meetings. CB&I shareholders should expect to receive a separate mailing that contains documents related to an exchange offer that McDermott intends to commence for the outstanding common stock of CB&I.

As previously announced on December 18, 2017, McDermott and CB&I have agreed to combine in an all-stock transaction to create a premier fully vertically integrated onshore-offshore company, with a broad engineering, procurement, construction and installation service offering and market leading technology portfolio. Under the terms of the proposed combination, CB&I shareholders will be entitled to receive 2.47221 shares of McDermott common stock for each share of CB&I common stock owned (or 0.82407 shares if McDermott effects a planned three-to-one reverse stock split prior to closing), subject to any applicable withholding taxes. Upon completion, it is estimated that McDermott shareholders will own approximately 53 percent of the combined company on a fully diluted basis and CB&I shareholders will own approximately 47 percent.

The transaction remains subject to customary conditions, including approval by McDermott’s and CB&I’s shareholders, completion of financing and other closing conditions. The combination is expected to be completed in the second quarter of 2018.

About McDermott

McDermott (NYSE:MDR) 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 11,800 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.

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.


Origine : Communiqué McDermott

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