An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.
These materials are for informational purposes only and do not constitute an offer (including a tender offer or takeover offer) or a solicitation for a tender or purchase of securities in any jurisdiction. In addition, these materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction. In particular, these materials are not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.
In connection with the Offer, the Offeror has filed a registration statement on Form F-4, which includes a prospectus, and a Tender Offer statement on Schedule TO (the “Schedule TO“). The Offer is being made exclusively by means of, and subject to, the terms and conditions set out in, an offer document containing and setting out the terms and conditions of the Offer (the “Offer Document“) and a letter of transmittal (the “Letter of Transmittal“) which has been delivered to Foster Wheeler AG, filed with the United States Securities and Exchange Commission (the “SEC“) and mailed to Foster Wheeler AG shareholders.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published or distributed should inform themselves about and observe such restrictions.
SHAREHOLDERS OF FOSTER WHEELER AG ARE URGED TO READ ALL DOCUMENTS REGARDING THE OFFER WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS THERETO) AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The Offer Document, the Schedule TO and other related documents filed by the Offeror and Foster Wheeler AG are available electronically without charge at the SEC’s website, www.sec.gov
. Materials filed with the SEC may also be obtained without charge at the Offeror’s website, www.amec.com
or at Foster Wheeler AG’s website, www.fwc.com
Access to electronic versions of these materials is being made available on this webpage by the Offeror in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Offeror that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Offeror. Further, it does not constitute a recommendation by the Offeror or any other party to sell or buy securities in the Offeror.
The materials on this portion of the website may contain statements which constitute "forward-looking statements" about the Offeror and Foster Wheeler AG. Such statements include, but are not limited to, statements with regard to the outcome of an offer, if made, any statements about potential cost synergies, revenue benefits or integration costs, statements regarding plans, objectives and expectations with respect to future operations, events and/or performance and all other statements other than historical facts. Forward-looking statements may be (but are not necessarily) identified by the use of phrases such as "will", "intend", "estimate", "expect", "anticipate", "believe", "envisage" and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of the Offeror or Foster Wheeler AG. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.
Other than in accordance with their legal and regulatory obligations (including, in the case of the Offeror, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), neither the Offeror nor Foster Wheeler AG is under any obligation and each of the Offeror and Foster Wheeler AG expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.