Foster Wheeler AG announced today that it has filed with the U.S. Securities and Exchange Commission (SEC) definitive proxy materials in connection with its Extraordinary General Meeting (EGM) to be held on July 10, 2014 at the Company’s offices in Baar, Switzerland. The Company also is mailing these definitive proxy materials (including voting cards) to holders of record as of June 10, 2014.
As described in the definitive proxy materials filed with the SEC, the Company's shareholders will be asked at the EGM to approve (among other things): *Certain amendments to the Company's Articles of Association, which will provide an exemption from the transfer restrictions and voting limitations in the case where a person who, together with its affiliates, acquires more than two-thirds of Foster Wheeler’s issued and outstanding shares in a successful public tender offer; and *the election of three AMEC plc nominees to Foster Wheeler’s board of directors upon closing of the Offer defined below.
Additional information regarding the EGM, including the vote required and other related matters, can be found in the Company's definitive proxy statement, available at www.sec.gov and at www.fwc.com/2014emmaterials.
The EGM is being called to pass on the above (and other) matters in connection with the proposed exchange offer (the “Offer”) by AMEC to acquire all of Foster Wheeler’s issued and to be issued registered shares, pursuant to the terms, and subject to the conditions, of the Implementation Agreement, dated February 13, 2014, as amended from time to time, including on May 28, 2014, by and between Foster Wheeler and AMEC.
AMEC and the Company continue to expect the Offer to close in the third quarter of 2014.
For additional information about the terms of the Implementation Agreement, including the conditions to the Offer, please see the Company’s Current Reports on Form 8-K, filed on February 13, 2014 and May 28, 2014, respectively (including the complete text of the Implementation Agreement and the Deed of Amendment, which are attached as Exhibits 2.1 thereto), available at www.sec.gov.
IMPORTANT NOTE REGARDING THE EXTRAORDINARY GENERAL MEETING
While closing of the Offer is conditioned on (among other things) approval of the EGM matters described above, Company shareholders should be aware that a vote in favor of these matters at the EGM is not a vote in favor of, or a tender of shares into, the Offer.
The Offer has not commenced. At the time the Offer is commenced, AMEC will file with the SEC: (i) a registration statement on Form F-4, which will include a prospectus of AMEC in respect of the AMEC Shares to be issued in the Offer, and (ii) a tender offer statement on Schedule TO (together with related documents, including a related letter of transmittal), and Foster Wheeler will file with the SEC a Recommendation Statement on Schedule 14D-9 with respect to the Offer. These documents will contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer.