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: October 27, 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)
Issue 2 October 2016 Integrate MERGER NEWS FOR OUR EMPLOYEES Surface Technologies revolves around sales, supply and installation of equipment and services DISCOVERY A compelling vision As merger plans progress, Richard Alabaster, who will lead Surface Technologies, sees powerful synergies within the new company that can deliver a compelling value proposition to customers THE key to success with the planned integrated customer off ering opportunities well completion services, such as frac tree merger of Technip and FMC Technologies between Surface and Onshore/Off shore. rental and well testing, and ? owback. is careful, detailed planning. Members of Richard, who is based in Houston, is a “Secondly, we supply equipment and the Executive Leadership Team have veteran of the business. The merger associated services into the midstream already planned the way the new coincidentally marks his 25th anniversary market – that is the transportation from company will look and, upon completion with FMC Technologies and he explains upstream production to either re? ning or of the merger, will be overseeing its that Surface Technologies operates in to other kinds of processing operations. implementation. three main areas. We provide ? ow measurement One ? gure in this process is Richard “Firstly, we supply equipment and equipment, and marine and railcar loading Alabaster, currently FMC Technologies services close to the wellhead. It could be and o? oading systems. Vice President of Surface Technologies, onshore or off shore but it’s nearly always “The third domain we operate is in who has recently been announced as above the surface. We don’t go subsea, downstream of the re? nery or the President Surface Technologies of the except to the extent that we manufacture processing facilities. Again, we supply ? ow new company following completion of the shallow-water subsea products. In this metering products and systems as well as merger (see boxout overleaf). Richard is upstream domain, we supply wellheads, truck loading and unloading systems.” also an executive sponsor of integration trees, chokes and manifolds, and planning with speci? c responsibility for production equipment. We also supply CONTINUED OVERLEAF ? 1
Integrate Surface Technologies products are enjoying considerable market success. The desander lifts the sand from ?uid coming from the shale wells and the dewaterer takes the last of the oil from the water out?ow FROM PREVIOUS PAGE ? includes provision of wellheads, trees, dewaterer, which takes the last of the oil temporary piping systems and ?owback, from the produced-water out?ow. separation and ?ow measurement Major portfolio equipment. “Flow processing has been a Compelling vision FMC Technologies’ Surface Technologies rapidly developing area with a lot of new Richard sees powerful synergies within the revolves mostly around delivery and techniques to make it less costly and faster. new merged company combining the skills installation of standard products and It lends itself well to the kind of efficient and and experience of FMC Technologies’ services, rather than the execution of compact technologies we have.” Surface Technologies business and major projects, though it does supply How does FMC Technologies Technip’s Onshore/Offshore capabilities. some custom con?gured systems on a differentiate itself from its competitors? “We have identified areas where project basis. Shale oil and gas “Firstly, it’s about the quality of our we think we can bring a compelling development, mainly in the U.S. and products and services – we tend to value proposition to our customers. Argentina, is an important part of the provide higher end equipment. Then in In shale, we can combine our efficient portfolio, with the company’s Surface shale, we bring an integrated approach technologies, and Technip’s process Integrated Services unit having been in our compact and efficient technologies engineering and site construction created speci?cally to address this. and also with multiple products and capabilities. We will be able to “Shale production is very different from services, that signi?cantly reduce the time signi?cantly reduce the costs and the conventional, and we’ve been working and resources needed to complete the time required to put in place permanent with customers to ?nd ways to very wells on a pad. Not a lot of companies production facilities. efficiently provide them with equipment can do that.” “We also believe that, in the conventional and services to drill and complete the Products that Richard’s team have offshore arena, we can again integrate our wells. This is done very quickly and is brought to market and which are enjoying compact and efficient technologies into highly industrial and repetitive. It’s almost considerable success include the offshore ?xed and ?oating platform design a manufacturing process.” desander, which lifts the sand from fluid to create solutions that are smaller and The company’s involvement in shale coming from the shale wells, and the bulk weigh less. This will mean lower cost and Publishers Editors Journalists Find more information FMC Technologies, Inc. Technip Marcela Albuquerque Andrew Collier on your company intranet: 5875 N. Sam Houston CS 51650 malbuquerque@technip.com Richard Goslan http://inside.net.fmcti.com Parkway W. Houston, TX 89 avenue de la Grande Nicola Cameron Stewart McRobert http://thelink.exnet.technip.com 77086 Armée Nicola.Cameron@fmcti.com Art Direction & Design All pictures are the property of United States 75773 Paris Cedex 16 Published by James Cargill FMC Technologies, Inc. and Technip or Tel. +1 281 591 4000 Tel. +33 (0)1 47 78 24 00 Connect Publications its employees, unless otherwise stated. 2
Issue 2 // October 2016 To ?nd out more about FMC Technologies’ desander and dewaterer technologies, visit: bit.ly/InLineDeSander bit.ly/InLineDeWaterer shorter lead time for the customer.” At present, with the worldwide collapse in the price of oil, the industry is ?nding the market challenging. However, Richard sees this as an opportunity for the new merged entity. “It’s absolutely vital for our customers to ?nd a permanent and sustainable reduction in the cost and time required Leadership qualities to develop their reserves and bring their oil and gas to market. In order to be able to earn good returns for Richard Alabaster has spent much He worked in various roles in this shareholders, the whole industry needs of his working lifetime in the oil and division until 2001, eventually being to change its approach. gas industry. He was born in New promoted to Operations Manager. “That means we need to simplify, Zealand and after graduating from Richard then went to Measurement eliminate redundancies and have far fewer the University of Auckland joined Solutions, holding various general interfaces. There needs to be far less Schlumberger in Indonesia as a management roles over the next duplication and greater standardization. wireline engineer. six years over operations in And we need to use much more efficient, He later moved out of the sector Germany, Norway, the United compact and lower cost technologies. for three years, returning to his Kingdom and Texas. That’s what both Technip and homeland to work for a small In 2007 he returned to Loading FMC Technologies can bring as a start-up company. “When I did Systems as President, based in combined company.” that, I got thrown into general France. In 2010 he moved to the If there is one key message he wants to management, and at that point I U.S. as General Manager of the communicate to employees in both decided I wanted to be a business Fluid Control business, then going companies, it is that collaboration is critical. leader as opposed to an engineer.” on to become General Manager of “We must undertake this merger with Richard then went to France to Surface Integrated Services in 2013. enormous urgency to realize our vision. undertake an MBA at the INSEAD Richard was appointed Vice We need to make an industry-changing graduate business school in President of Surface Technologies impact on the economics of resource Fontainebleau, near Paris. In in 2015. In the new company development for our customers. 1992, he was recruited by following close of the merger, “By collaborating, we can achieve FMC Technologies and joined the he will be President Surface that, bringing change with expertise company’s Loading Systems Technologies, based in Houston, and doing so fast. I’m very confident business unit in Sens, also in France. Texas. about the future.” ? 3
JEAN-FRANÇOIS NIEL, Group Senior Vice President, Global Manufacturing, Technip (below), has been working with Technip for 22 years, initially in technical positions and subsequently in managerial roles in France, Brazil and Malaysia before assuming responsibility for the company’s original equipment manufacturing (OEM). Technip was a pioneer in creating and developing the fl exible pipe technology and has been a market leader in this fi eld for more than 40 years. Jean-François is part of this successful journey. He has been involved in developing Technip’s BEST (Better & Safer Together) approach to reinforce the company’s reputation for quality, safety and dependability, to ensure the quality of approach, I also created the One Manufacturing organization. Its mission is to ensure the alignment and sharing of best practice across all of our manufacturing units under our BEST strategic plan,” he says. “One Manufacturing covers technology, manufacturing processes, a common strategy for safety, IT tools, quality, global capex, suppliers, and logistics.” Jean-François says it is Technip’s priority to promote a satisfying and fulfi lling environment for its employees by following the company’s values when it comes to doing the right thing, trusting the team, encouraging a fair return for all and building the future. “To boost the synergy between our teams we are concentrating our eff orts on implementing an internal social network, with a dedicated manufacturing facilities in Brazil and Malaysia, expanded capacity and the ability to enable a high-performance multi-cultural working environment, connecting our teams around the world.” Shared competencies Given his experience, Jean-François already sees synergies between Technip’s and FMC Technologies’ approaches to manufacturing and how the two companies can complement each other in the future. “We both produce high-tech, leadingedge products which are adapted to the customer’s fi nal needs for each and every project, and are produced with standard components and standard process,” he says. “The knowledge within both companies is also based on human competencies, and I’m positive we can benefi t from sharing those.” Jean-François says Technip’s plants are also comparable with FMC Technologies in terms of machines, processes and capabilities. “We have four fl exible pipe plants, in Vitória and Açu in Brazil, Le Trait in France, and Tanjung Langsat in Malaysia. Altogether, these facilities employ around 3,000 people, as part of the Subsea business segment. “Technip off ers a broad range of 4
Left: Flexi France. The site encompasses the world’s first and largest unbonded flexible pipe manufacturing facility field-proven products and services. To ensure our leadership and increase the capacity to answer clients’ requirements, we have approximately 300 expert engineers working in our subsea research and development units.” Jean-François has first-hand experience of FMC Technologies, and is impressed both by the operations he witnessed and by the scope for the two companies to share their experience in manufacturing. “I had a chance to tour an FMC Technologies facility in Rio de Janeiro,” he says. “I came away with the belief that with FMC Technologies’ expertise in assembly facilities, we can learn a great deal from working together. I’m also very optimistic that we can collaborate in terms of developing lean manufacturing processes and programs that build on our respective business excellence.” Innovative technologies The pursuit of innovation is fundamental to both companies. Among the recent innovative and proprietary technology developed by Technip is the Integrated Production Bundle (IBP). It allows for the high-level flow assurance of hydrocarbon fluids in difficult conditions, such as viscous oil, deepwater, pressure constraints, from wellheads to surface treatment units. “The IPB is a flexible production riser including thermal insulation layers, additional hoses for gas lift or other services, active heating through electric cables and fluid temperature monitoring with optical fibers,” says Jean-François. “We have also developed carbon fiber armors, an exclusive technology for composite flexible risers that allows the replacement of the flexible pipe tensile steel armors with carbon fiber ones. That gives a much higher mechanical strength for a much lower weight and is a key enabler for tomorrow’s ultra deepwater application, offering excellent corrosion and fatigue resistance, ultimately leading to significant cost reduction. “Technip is also able to manufacture fl exible pipes for injection applications. These products are able to re-inject large quantities of gas and water, avoiding them being released into the environment and participating in responsible plans such as the capture of CO2.” Team spirit Outside of work, Jean-François enjoys karting, and recently took part with some manufacturing unit teams from Technip in a 24-hour competition. “We had a great team spirit, and our teams delivered an excellent performance,” he says. “I look forward to taking part in the future with our new colleagues from FMC Technologies.” ¦¦ Technip manufactures umbilicals (steel and thermoplastic), providing connections between subsea equipment and platforms or floating production systems enabling control from the surface Issue 2 // October 2016 5 “The knowledge within both companies is also based on human competencies, and I’m positive we can benefit from sharing these.” Jean-François Niel, Group Senior Vice President, Global Manufacturing, Technip
Important Information for Investors and Securityholders
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.
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 Has Been Filed with the SEC
TechnipFMC has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of FMC Technologies that also constitutes a prospectus of TechnipFMC (the “proxy statement/prospectus”). The registration statement on Form S-4 was declared effective by the SEC on October 24, 2016 and a definitive proxy statement/prospectus has been delivered as required by applicable law. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE 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 can obtain free copies of the definitive 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 can obtain free copies of the definitive 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 Has Been Made Available in an Information Document
Technip has made available an information document in connection with the Technip meeting of stockholders called to approve the proposed transaction (the “Information Document”). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION DOCUMENT, AND OTHER RELEVANT DOCUMENTS PUBLISHED OR TO BE PUBLISHED ON THE TECHNIP WEBSITE, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FMC TECHNOLOGIES, TECHNIP, TECHNIPFMC, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the Information Document from Technip on its website at www.technip.com.
Important Additional Information Will be Made Available in a Prospectus Prepared in Accordance with the EU Prospectus Directive
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 definitive proxy statement/prospectus and the Information Document. 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, is set forth in the definitive proxy statement/prospectus 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.