McDermott International, Inc. confirmed that on April 20, 2018 its Board of Directors rejected an unsolicited, non-binding proposal received from Subsea 7 S.A. on April 17, 2018 to acquire all of the outstanding shares of McDermott common stock for USD 7.00 per share, payable entirely in cash or up to 50 percent in Subsea 7 stock and the balance in cash. The proposal was subject to, among other things, the completion of due diligence, the termination of McDermott’s business combination agreement with CB&I and regulatory approvals.

McDermott’s Board of Directors carefully reviewed and considered the proposal in consultation with its outside financial advisors and legal counsel. The Board concluded that the proposal was not in the best interests of the Company or its stockholders as it significantly undervalued McDermott and was not an attractive alternative to the proposed combination with CB&I. Accordingly, the Company’s Board rejected the proposal.

McDermott is fully committed to completing the transformational combination with CB&I. The Company’s Board believes the combination with CB&I is in the best interest of McDermott and its stockholders, and has reaffirmed its recommendation that McDermott stockholders support the transaction. McDermott and CB&I have received all necessary regulatory approvals and have completed a key financing milestone with the closing of the notes offering. Additionally, Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC, two leading independent proxy advisory firms, recommended that McDermott stockholders vote “FOR” each of the proposals relating to the combination with CB&I.

The combination is expected to close in May 2018. It remains subject to customary conditions, including approval by McDermott’s and CB&I’s stockholders and other closing conditions.

McDermott’s special meeting of stockholders is scheduled to be held on May 2, 2018. McDermott encourages its stockholders of record at the close of business on April 4, 2018 to vote “FOR” each of the proposals relating to the combination. Stockholders who have any questions or need assistance voting their shares should contact McDermott’s proxy solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885.

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.
Our customers include national and major energy companies. Operating in approximately 20 countries across the world, our locally focused and globally integrated resources include approximately 11,800 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices. We are renowned for our 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.

About Subsea 7 S.A.

Subsea 7 (Oslo Børs: SUBC, ADR: SUBCY) is a leading global contractor in seabed-to-surface engineering, construction and services to the offshore energy industry. Subsea 7 provides technical solutions to enable the delivery of complex projects in all water depths and challenging environments. Subsea 7 S.A. is listed on the Oslo Bors (SUBC), ISIN LU0075646355.