Foster Wheeler Intends to Voluntarily Delist from NASDAQ


ZUG, Switzerland--(BUSINESS WIRE)--Nov. 13, 2014-- Foster Wheeler AG (Nasdaq:FWLT) (-Foster Wheeler" or the -Company") announced today that it intends to voluntarily delist the registered shares of the Company, par value CHF 3 per share (the "Shares"), from the NASDAQ Global Select Market (-NASDAQ") and, provided that the requirements for deregistration are met, in due course, it intends to subsequently deregister the Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to suspend its reporting obligations under the Exchange Act once it is eligible to do so.

As previously disclosed, pursuant to the Implementation Agreement dated 13 February 2014, by and between Amec Foster Wheeler plc (formerly AMEC plc ) (-Amec Foster Wheeler") and the Company (as amended by the letter agreement dated 28 March 2014, the Deed of Amendment dated 28 May 2014 and the Deed of Amendment dated 2 October 2014, the -Implementation Agreement"), Amec Foster Wheeler agreed, among other things, to acquire all of the issued and to be issued Shares. On the terms and subject to the conditions of the Implementation Agreement, AMEC International Investments BV (a wholly owned subsidiary of Amec Foster Wheeler) commenced an exchange offer (the -Offer") on October 7, 2014 to acquire all of the issued and to be issued Shares. The Offer, which was extended on November 5, 2014 from its original expiration date of November 4, 2014 , expired at 11:59 pm, New York City time, on November 12, 2014 (4:59 a.m. London time on November 13, 2014; 5:59 a.m. Zug time on November 13, 2014).

On November 13, 2014 (the "Effective Date"), Amec Foster Wheeler announced the completion of the Offer. AMEC International Investments BV has accepted for payment all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer. As a result, Amec Foster Wheeler, through AMEC International Investments BV, beneficially owns approximately 99.3 percent (99.03%) (including 9,557,671 Shares tendered pursuant to notices of guaranteed delivery) of the outstanding Shares and a change of control has occurred. It is anticipated that Amec Foster Wheeler will complete the acquisition of the Company by effecting a squeeze out merger under Swiss law (the "Squeeze-Out Merger") whereby any remaining holders of Shares will be compensated on the same terms as the Offer. As a result of the completion of the Squeeze-Out Merger, the Company will become a wholly-owned subsidiary of Amec Foster Wheeler and a trading market for the Company's registered shares will no longer exist.

As of the Effective Date, Clayton C. Daley, Jr., Edward G. Galante, John M. Malcolm and Maureen B. Tart-Bezer each resigned from the Board of Directors of the Company. After giving effect to those resignations, Stephanie S. Newby is the sole member of the Company's audit committee, and accordingly, the Company is not in compliance with NASDAQ Rule 5605(c)(2)(A), which requires each listed company to have an audit committee comprised of at least three independent directors. Ms. Newby qualifies as an -audit committee financial expert".

Additionally, in light of the fact that the Offer has closed and Amec Foster Wheeler intends, as described above, to complete the acquisition by effecting the Squeeze-Out Merger, as well as certain other factors, on the Effective Date, the Board of Directors of Foster Wheeler decided to cause the listing of the Company's Shares to be withdrawn from NASDAQ. In accordance with this decision, on the Effective Date, in connection with the Offer, the Company notified NASDAQ of its intent to remove its Shares from listing on NASDAQ and its intent to file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act (-Form 25"), with the SEC to delist and/or deregister the Shares.

As disclosed in the notice to NASDAQ, the Company expects to file the Form 25 with the SEC and NASDAQ on or about November 24, 2014. The Form 25 will become effective 10 days after it is filed and the last day of trading of the Shares on NASDAQ will be December 3, 2014. The Company has not arranged (nor is it planning to arrange) for the listing of the Company's securities on another U.S. securities exchange or for quotation of the Company's securities on any other quotation medium in the United States. Following the delisting of the Shares from NASDAQ, it is possible that market makers may continue to make a market in the Shares on the over-the-counter market, although there can be no assurances that any trading market for the Shares will exist, and the liquidity of such trading market may be limited.

Provided that the requirements for deregistration are met, in due course, the Company intends to file a Form 15 with the SEC under the Exchange Act, requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of the Company and its subsidiaries to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15.

The Company reserves the right, for any reason, to delay these filings or to withdraw them prior to their effectiveness, and to otherwise change its plans in this regard.

Foster Wheeler AG is a global engineering and construction company and power equipment supplier delivering technically advanced, reliable facilities and equipment. The company employs approximately 13,000 talented professionals with specialized expertise dedicated to serving its clients through one of its two primary business groups. The company's Global Engineering and Construction Group designs and constructs leading-edge processing facilities for the upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals, power, minerals and metals, environmental, pharmaceuticals, biotechnology and healthcare industries. The company's Global Power Group is a world leader in combustion and steam generation technology that designs, manufactures and erects steam generating and auxiliary equipment for power stations and industrial facilities and also provides a wide range of aftermarket services. The company is based in Zug, Switzerland, and its operational headquarters office is in Reading, United Kingdom .

Safe Harbor Statement

Foster Wheeler AG news releases may contain forward-looking statements that are based on management's assumptions, expectations and projections about the Company and the various industries within which the Company operates. These include statements regarding the Company's expectations about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of factors, including but not limited to the factors described in the Company's most recent Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 27, 2014, and the following, could cause the Company's business conditions and results to differ materially from what is contained in forward-looking statements: the risk that the Company's business will be adversely impacted during the integration following the acquisition of the Company by AMEC plc, unexpected delays or impediments to the completion of the Squeeze-Out Merger, benefits, effects or results of the Company's redomestication to Switzerland, deterioration in global economic conditions, changes in investment by the oil and gas, oil refining, chemical/petrochemical and power generation industries, changes in the financial condition of its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, the changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to the Company's global operations, currency fluctuations, war, terrorist attacks and/or natural disasters affecting facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company's liability for damages and insurance coverage for asbestos exposure, protection and validity of the Company's patents and other intellectual property rights, increasing global competition, compliance with its debt covenants, recoverability of claims against the Company's customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its critical accounting policies. Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond the Company's control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with or furnished to the Securities and Exchange Commission .

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