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AMEC is an asset-light, cash generative business with a strong balance sheet and good growth prospects


Firm offer for Foster Wheeler

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY AMEC PLC (“AMEC”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

These materials 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 proposed offer, AMEC expects to file a registration statement on Form F-4, which will include a prospectus and joint proxy statement of AMEC and Foster Wheeler (the “prospectus/proxy statement”), and a Tender Offer statement on Schedule TO (the “Schedule TO”). The proposed offer will be 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 and a letter of transmittal to be delivered to Foster Wheeler, filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to Foster Wheeler 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 ARE URGED TO READ ANY DOCUMENTS REGARDING THE PROPOSED OFFER WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS THERETO) AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED OFFER.

The registration statement, the Schedule TO and other related documents in relation to the proposed offer will be available electronically without charge at the SEC's website, www.sec.gov, after they have been filed.
 
Access to electronic versions of these materials is being made available on this webpage by AMEC in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to AMEC 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 AMEC. Further, it does not constitute a recommendation by AMEC or any other party to sell or buy securities in AMEC.

The materials on this portion of the website may contain statements which constitute “forward-looking statements” about AMEC and Foster Wheeler. 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. estimated synergies resulting from a transaction with Foster Wheeler and are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of AMEC or Foster Wheeler. 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 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 AMEC, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), neither AMEC nor Foster Wheeler is under any obligation and each of AMEC and Foster Wheeler 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.

Participants in the Solicitation
AMEC, Foster Wheeler and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed offer. Information about AMEC’s directors and executive officers will be made available in the registration statement on Form F-4 when filed. Information about Foster Wheeler's directors and executive officers is available in its Form 10-K for the year ended December 31, 2012 dated March 1, 2013. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus/proxy statement and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the prospectus/proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.


Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by persons located in a jurisdiction where to do so would be unlawful.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.

If, after accepting the terms of this disclaimer you experience problems accessing the materials, please contact Claire Stetsenko on +44 (0)207 429 7512 or claire.stetsenko@amec.com





Materials

SEC logo thumbnailAll materials related to the possible offer for Foster Wheeler are filed with the SEC and can be found at www.sec.gov