Foster Wheeler AG has confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc on non-binding outline terms concerning a possible business combination with AMEC.
The Company and AMEC have negotiated non-binding terms of a business combination pursuant to which AMEC would acquire each outstanding share of Foster Wheeler common stock for transaction consideration consisting of 0.8998 shares of AMEC common stock and $16.00 in cash. In addition, assuming binding terms are agreed, the Company expects to pay a one-time dividend of $0.40 per share prior to closing.
In connection with their negotiations, Foster Wheeler has agreed with AMEC not to solicit alternative proposals through February 22, 2014.
Other than with respect to non-solicitation of alternative proposals, no binding agreement has been entered into between the Company and AMEC with respect to any business combination, and the execution of definitive agreements with respect thereto is subject to mutual agreement of definitive terms, mutual due diligence and approval by each of the Company’s and AMEC’s board of directors, among other things. Accordingly, readers are cautioned that there can be no assurances that any transaction will ultimately be agreed between Foster Wheeler and AMEC, or what the definitive and binding terms of any such transaction would be.
Foster Wheeler does not intend to make any further comment or announcement, or disclose further developments, regarding this process unless and until discussions with AMEC have concluded, or where such further disclosure is appropriate or required.
