Filed by FMC Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
Date: September 6, 2016
This filing relates to a proposed business combination involving
FMC Technologies, Inc., Technip S.A. and TechnipFMC Limited
(Subject Company Commission File No.: 001-16489;
Commission File No. for Registration Statement on Form S-4: 333-213067)
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Barclays CEO Energy-Power Conference
Thierry Pilenko
Chairman and Chief Executive Officer, Technip
Doug Pferdehirt
President and Chief Executive Officer, FMC Technologies
Benefits of Innovation on Subsea Project Economics
Merger Update: Process and Plans
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Disclaimer
Forward-Looking Statements
This communication contains “forward-looking statements.” All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure to obtain favorable opinions from counsel for each company to the effect of how TechnipFMC Limited (to be renamed TechnipFMC plc) (“TechnipFMC”) should be treated for U.S. tax purposes as a result of the proposed transaction; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that TechnipFMC is a foreign corporation for U.S. federal tax purposes; risks that the new businesses will not be integrated successfully or that the combined companies 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; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; reductions in client spending or a slowdown in client payments; unanticipated changes relating to competitive factors in the companies’ industries; ability to hire and retain key personnel; ability to successfully integrate the companies’ businesses; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; and the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in FMC Technologies’ (“FMC Technologies”) Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by FMC Technologies and TechnipFMC with the United States Securities and Exchange Commission (the “SEC”) and those described in Technip S.A.’s (“Technip”) annual reports, registration documents and other documents filed from time to time with the French financial markets regulator (Autorité des Marchés Financiers or the “AMF”). We wish to 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.
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Disclaimer
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes the preliminary proxy statement of FMC Technologies that also constitutes a preliminary prospectus of TechnipFMC (the “proxy statement/prospectus”). A definitive proxy statement/prospectus will be delivered as required by applicable law after the registration statement on Form S-4 is declared effective by the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC on FMC Technologies’ website at www.fmctechnologies.com (for documents filed with the SEC by FMC Technologies) or on Technip’s website at www.technip.com (for documents filed with the SEC by Technip).
Important Additional Information Will be Made Available in an Information Document
Technip will prepare an information document to be made available in connection with the Technip meeting of stockholders called to approve the proposed transaction (the “Report”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the information document from Technip on its website at www.technip.com.
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Disclaimer
Important Additional Information Will be Made Available in an Prospectus Prepared in accordance with the EU Prospectus Direct ive
TechnipFMC will make publicly available a prospectus, prepared in accordance with the EU Prospectus Directive 2003/71/EC, with respect to the issuance of new shares as a result of the proposed transaction and their admission to trading on the regulated market of Euronext Paris (including any supplement thereto, the “Admission Prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Admission Prospectus from TechnipFMC when available.
Participants in the Solicitation
FMC Technologies, Technip, TechnipFMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of FMC Technologies and Technip, respectively, in respect of the proposed transactions contemplated by the proxy statement/prospectus and the Report. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of FMC Technologies and Technip, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding FMC Technologies’ directors and executive officers is contained in FMC Technologies’ Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 25, 2016, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Information regarding Technip’s directors and executive officers is contained in Technip’s Annual Report for the year ended December 31, 2015 filed with the AMF and can be obtained free of charge from the sources indicated above.
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Our Combination: Driving Change by Redefining the Production and Transformation of Oil & Gas
Builds a comprehensive and flexible offering across each market from concept to project delivery and beyond
Surface Global product and service platform
Enhanced offering in North America
Strengthened international presence
Products: best-in-class equipment and systems provider
Leading and highly complementary equipment offering; scaling up best-in-class technology through enhanced R&D
Projects: unique capabilities throughout project life-cycle
From concept to project delivery and beyond; setting new project economic standards
Subsea Services: enhanced service proposition
Leveraging FMC Technologies’ leading solutions to service a larger installed base; expanding scope of service offering
Onshore / Offshore Strong midstream/downstream footprint
Leveraging further on Technip’s engineering capabilities
From concept to technology to project delivery
60 years of complex developments & client relationships
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Building on Proven Success
2
Combining Forces to Do Even More
3
Innovation – “Making It Real”
4
Benefits of Full Integration
Agenda
5
Redefining the Production and Transformation of Oil and Gas
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Technip and FMC Technologies are Helping Clients Achieve Sustainable Project Economics
Client concerns
Preserving cash flows, balance sheets, dividends
Finding value at a lower oil price
Ensuring structural change in project costs
Changing their field development model
Our responses
Enabling brownfield and long tie-backs
Early involvement to optimize design and time to first oil
Integrating full-field development
Technology to drive efficiency and simplification
Clients are embracing our integrated approach to drive better project economics in subsea
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Increasing Rate of Market Acceptance of Forsys Subsea Concept
0
2
4
6
8
10
12
14
16
18
0
2
4
6
8
10
12
14
No. of FEED Studies
Months after Establishing JV/Alliance
Awarded Integrated FEED Studies
16
Forsys Subsea has been awarded 16 integrated FEED studies since inception in June 2015
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Diversified Mix of Integrated FEED Studies
Forsys Subsea studies by type
Customer Type
Geography
Independents
NOCs
IOCs
GOM
Asia Pacific
North Sea
Relationships
Non-alliance
Alliance
Africa
Field Type
Greenfield
Brownfield
Scope (Tree Count)
11-20 XTs
1-10 XTs
21+ XTs
The Forsys Subsea studies cover all types of clients, scopes, fields worldwide
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Our Combination Takes Forsys Subsea Further
TechnipFMC Can Do More
Create a single, contracting partner
Accelerate and integrate technology innovation
Create a more cost-effective operating structure
Develop integrated offerings beyond subsea
Increasing interest in the integrated model as clients better understand capabilities of the TechnipFMC Combination
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1
Building on Proven Success
2
Combining Forces to Do Even More
3
Innovation – “Making It Real”
4
Benefits of Full Integration
Agenda
5
Redefining the Production and Transformation of Oil and Gas
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TechnipFMC will Offer Clients Unique Subsea Products and Services …
SURF: Subsea umbilicals, risers and flowlines
Topsides and facilities
SPS: Subsea production systems (including processing)
FEED and
sub-surface expertise
Life of field and monitoring
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… and a Full Suite of Capabilities Sourced from a Single Contracting Partner
Project Execution
Engineering
Conceptual Design
& FEED
LOF & Maintenance
Procurement
Construction
Installation
Equipment
supply
Rationalized subsea architecture and design
Optimized technology applications
Improved field performance
Joint SPS+SURF R&D for improved technology application and combination
Shortened time to first oil and offshore installation through better planning
Reduced project interfaces and contingencies
Strengthen leverage on procurement
Maximised reliability and uptime
Increased aftermarket capabilities
Improved performance over the life of field
Accelerate time to first oil
Superior project execution
Maximize production uptime
Leading market players Genesis and Forsys Subsea
Leading market players
SPS and SURF
Largest installed base
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1
Building on Proven Success
2
Combining Forces to Do Even More
3
Innovation – “Making It Real”
4
Benefits of Full Integration
Agenda
5
Redefining the Production and Transformation of Oil and Gas
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“Making It Real”
Integrate Technologies
Redesign Subsea
Redefine Industry
Reinvent Products
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Reinvent Products
• Simplicity – 50% fewer parts
• Deliverability – 50% schedule reduction
• Installability – 50% less weight
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Integrate Technologies
Manifold
Connector
Flexible pipe
Subsea processing
ETH PiP(1)
Optimized connectivity
Increased efficiency
Simplified architecture
Direct Tie-In
(1) ETH PiP: Electrically Trace Heated Pipe-in-Pipe
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Redesign Subsea
Traditional field development
Integrated technological approach
Fewer SPS interfaces and reduced equipment complexity
Reduction in flowlines and risers
Faster installation and reduced heavy lift requirements
Lower execution risk and shorter time to first oil
TechnipFMC Integrated Approach
Up to 30%
cost reduction in SPS/SURF scope
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1
Building on Proven Success
2
Combining Forces to Do Even More
3
Innovation – “Making It Real”
4
Benefits of Full Integration
Agenda
5
Redefining the Production and Transformation of Oil and Gas
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Significant Potential for Cost Synergies
Supply Chain
Commodity raw material cost savings
Better terms with shared suppliers
Beneficial scale effect from higher volumes
Infrastructure
Right-size general & administrative expense
Rationalize real-estate footprint
Leverage regional shared services
Corporate and Others
One Board of Directors
One management team
Leverage global shared services
~$400m
Pre-Tax Savings
Run Rate
12/31/18e
Additional cost reduction opportunities
Other financial upside
Base plan
Stretch
Pre-Tax Cost Synergies of approximately $400m by 2019
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Integrated Approach: Improved Project Economics Create Revenue Synergies
Early involvement can improve positioning on new projects
Integrated technologies provide differentiation and significant cost reduction
Portfolio of projects and solutions can capture greater subsea scope
Substantial revenue growth from expanded “Life of Field” opportunity
Shorter project delivery schedules will accelerate time to first oil
Integrated EPCI (iEPCI) will improve execution
Multiple opportunities to create revenue synergies
An integrated approach benefits both revenue and profitability
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1
Building on Proven Success
2
Combining Forces to Do Even More
3
Innovation – “Making It Real”
4
Benefits of Full Integration
Agenda
5
Redefining the Production and Transformation of Oil and Gas
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Leading OFS Provider With Scale and Strong Balance Sheet
One of Largest OFS Companies by Revenue…
Top 10 OFS Companies by 2015A Revenue ($Bn)
Source Company Filings
2015A Debt / EBITDA (1) (x)
1 EBITDA calculated as Revenue—Expenses + Depreciation and Amortization
… With an Industry Leading Balance Sheet
Provide a comprehensive and flexible offering
Accelerate and integrate technology innovation
Create a single, accountable contracting partner
Create a more cost-effective operating structure
Lower project costs, drive differentiation, and expand markets with integrated EPCI (iEPCI)
Develop integrated offerings beyond subsea
Merger on track to close Q1 2017
Creating unique competencies and delivering unparalleled value