LONDON & PARIS & HOUSTON–(BUSINESS WIRE)–Regulatory News:
TechnipFMC plc (NYSE:FTI) (PARIS:FTI) (ISIN:GB00BDSFG982) (the “Company” or “TechnipFMC”) today announced that it will host a Capital Markets Day dedicated to Technip Energies B.V. (“Technip Energies”) in connection with the Company’s previously announced plan to separate into two industry-leading independent, publicly traded companies: TechnipFMC and Technip Energies. The transaction is expected to be structured as a spin-off of a majority stake in TechnipFMC’s Technip Energies business segment. The separation is expected to be completed in the first quarter of 2021, subject to customary conditions and regulatory approvals.
The Capital Markets Day will feature presentations from members of Technip Energies’ executive team, including:
- Arnaud Pieton, Chief Executive Officer
- Bruno Vibert, Chief Financial Officer
- Marco Villa, Chief Operating Officer
Participants will have the opportunity to interact with these individuals and other key members of Technip Energies’ leadership team.
The presentations will (1) highlight Technip Energies’ extensive project delivery capability and technology, products and services offering, (2) discuss Technip Energies’ long-term strategic vision and unique positioning in the energy transition and (3) review Technip Energies’ financial performance.
The Capital Markets Day event will be held on Thursday, January 28, 2021, at 2pm CET. A live webcast and an accompanying presentation will be available in the Investor Relations section of TechnipFMC’s website at www.technipfmc.com. An archived replay of the webcast will be available on the same website for one year. A supplemental presentation containing selected financial information for Technip Energies for the years ended December 31, 2017, 2018 and 2019, and for the six months ended June 30, 2020, will also be available in the Investor Relations section of TechnipFMC’s website at www.technipfmc.com.
Rothschild & Co. is acting as financial advisor and Latham & Watkins, LLP is acting as legal advisor, with Darrois Villey Maillot Brochier and De Brauw Blackstone Westbroek N.V serving as additional legal advisors, to the Company.
BNP Paribas, J.P. Morgan, Morgan Stanley and Société Générale are acting as joint equity capital markets advisors in connection with the proposed distribution of Technip Energies shares to the holders of TechnipFMC shares upon completion of the separation.
Credit Agricole Corporate and Investment Bank is also acting in a supporting role.
About Technip Energies (“SpinCo”)
With approximately 15,000 employees, Technip Energies would be one of the largest engineering and technology companies globally, with leadership positions in LNG, hydrogen and ethylene as well as growing market positions in sustainable chemistry and CO2 management. In addition, the new company will benefit from its robust project delivery model and extensive technology, products and services offering. The company would comprise the Technip Energies segment, including Genesis – a leader in advisory services and front-end engineering.
About TechnipFMC (“RemainCo”)
With approximately 21,000 employees, TechnipFMC would be the largest diversified pure play in the industry. The Company’s role will be to support clients in the delivery of unique, integrated production solutions. TechnipFMC will continue to transform the industry through its pioneering integrated delivery model – iEPCI™, technology leadership and digital innovation.
Important Information for Investors and Securityholders
This release 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. Words such as “expect,” “plan,” “intend,” “would,” “will,” and similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, and include any statements with respect to the potential separation of the Company into TechnipFMC and Technip Energies, the expected financial and operational results of TechnipFMC and Technip Energies after the potential separation and expectations regarding TechnipFMC’s and Technip Energies’ respective capital structures, businesses or organizations after the potential separation. 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. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the U.S. Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority, as well as the following:
- risks associated with disease outbreaks and other public health issues, including the coronavirus disease 2019 (“COVID-19”), their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
- risks associated with the impact or terms of the potential separation;
- risks associated with the benefits and costs of the potential separation, including the risk that the expected benefits of the potential separation will not be realized within the expected time frame, in full or at all;
- risks that the conditions to the potential separation, including regulatory approvals, will not be satisfied and/or that the potential separation will not be completed within the expected time frame, on the expected terms or at all;
- the expected tax treatment of the potential separation, including as to shareholders in the United States or other countries;
- risks associated with the sale by TechnipFMC of shares of Technip Energies to Bpifrance, including whether the conditions to closing will be satisfied;
- changes in the shareholder bases of the Company, TechnipFMC and Technip Energies, and volatility in the market prices of their respective shares, including the risk of fluctuations in the market price of Technip Energies’ shares as a result of substantial sales by TechnipFMC of its interest in Technip Energies;
- risks associated with any financing transactions undertaken in connection with the potential separation;
- the impact of the potential separation on our businesses and the risk that the potential separation may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;
- unanticipated changes relating to competitive factors in our industry;
- our ability to timely deliver our backlog and its effect on our future sales, profitability, and our relationships with our customers;
- our ability to hire and retain key personnel;
- U.S. and international laws and regulations, including existing or future environmental or trade/tariff regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;
- disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; and
- downgrade in the ratings of our debt could restrict our ability to access the debt capital markets.
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.
This press release is intended for informational purposes only for the shareholders of TechnipFMC, the majority of whom reside in the United States, the United Kingdom and Europe. This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), and Technip Energies’ shares will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the Prospectus Regulation. This press release is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute a press release of this nature.
The joint equity capital markets advisors are acting exclusively for TechnipFMC and no one else in connection with the planned spin-off of the majority stake of TechnipFMC’s Technip Energies business segment and will not regard any other person as their respective clients and will not be responsible to anyone other than TechnipFMC for providing the protections afforded to their respective clients in connection with any distribution of Technip Energies shares or otherwise, nor for providing any advice in relation to the distribution of Technip Energies shares, the content of this press release or any transaction, arrangement or other matter referred to herein.
TechnipFMC is a global leader in the energy industry; delivering projects, products, technologies and services. With our proprietary technologies and production systems, integrated expertise, and comprehensive solutions, we are transforming our customers’ project economics.
Organized in three business segments — Subsea, Surface Technologies and Technip Energies — we are uniquely positioned to deliver greater efficiency across project lifecycles from concept to project delivery and beyond. Through innovative technologies and improved efficiencies, our offering unlocks new possibilities for our customers in developing their energy resources and in their positioning to meet the energy transition challenge.
Each of our approximately 36,000 employees is driven by a steady commitment to clients and a culture of project execution, purposeful innovation, challenging industry conventions, and rethinking how the best results are achieved.
TechnipFMC utilizes its website www.TechnipFMC.com as a channel of distribution of material company information. To learn more about us and how we are enhancing the performance of the world’s energy industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.