Foster Wheeler to Acquire MDM Engineering Group Limited

12/03/2014


ZUG, Switzerland--(BUSINESS WIRE)--Mar. 13, 2014-- Foster Wheeler AG (Nasdaq: FWLT) (-Foster Wheeler” or the -Company”) announced today that an indirect wholly owned subsidiary of the Company has entered into a merger implementation agreement (-MIA”) with MDM Engineering Group Limited (AIM:MDM) (-MDM Engineering”) to acquire all of the ordinary shares and options in issue of MDM Engineering in a cash transaction valued at approximately $109 million (the -Transaction”).

The Transaction is subject to MDM Engineering shareholder approval and other closing conditions.

Kent Masters, Foster Wheeler’s Chief Executive Officer, said, -MDM Engineering is a strong fit for Foster Wheeler’s minerals and metals strategy to enhance global capability and capacity.”

Based in South Africa, MDM Engineering Group Limited is a minerals process and project management company focused on the mining industry. Founded in 2006, the company provides a wide range of services from preliminary and final feasibility studies, through to plant design, construction and commissioning. The company has approximately 280 employees. For additional information, see the company’s website at www.mdm-engineering.com.

As announced, on February 13, 2014 Foster Wheeler entered into a definitive agreement with AMEC plc (-AMEC”) concerning a possible business combination of the Company and AMEC. Foster Wheeler has informed AMEC of the Transaction. Foster Wheeler does not expect the Transaction to affect the timing of completion of the business combination of the Company and AMEC.

Barclays is acting as exclusive financial advisor and Latham & Watkins LLP and Conyers Dill & Pearman are acting as legal advisors to Foster Wheeler. GMP Securities is acting as exclusive financial advisor and Memery Crystal LLP and Carey Olsen are acting as legal advisors to MDM Engineering.

Foster Wheeler 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. For more information about Foster Wheeler, please visit our Web site at www.fwc.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains -forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements 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. Because forward-looking statements relate to the future, they are subject to risks, uncertainties and changes in circumstances. 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, and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements including: the timing and success of the proposed offer and acquisition of the Company by AMEC plc, the risk that the Company’s business will be adversely impacted during the pending proposed offer and acquisition of the Company by AMEC plc, 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. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. 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.

Barclays Bank PLC, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Foster Wheeler and no one else in connection with the Transaction and will not be responsible to anyone other than Foster Wheeler for providing the protections afforded to its clients or for providing advice in relation to the Transaction or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

Source: Foster Wheeler AG

Foster Wheeler AG
Media
Patti Landsperger, 908-713-2944
patti_landsperger@fwc.com
or
Investor Relations
Scott Lamb, 908-730-4155
scott_lamb@fwc.com
or
Other Inquiries
908-730-4000
fw@fwc.com

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