0001104659-14-071406.txt : 20141016 0001104659-14-071406.hdr.sgml : 20141016 20141014060805 ACCESSION NUMBER: 0001104659-14-071406 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141014 DATE AS OF CHANGE: 20141014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER AG CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31305 FILM NUMBER: 141153546 BUSINESS ADDRESS: STREET 1: SHINFIELD PARK CITY: READING BERKSHIRE STATE: X0 ZIP: RG2 9FW BUSINESS PHONE: 9087304000 MAIL ADDRESS: STREET 1: 53 FRONTAGE ROAD CITY: HAMPTON STATE: NJ ZIP: 08827 FORMER COMPANY: FORMER CONFORMED NAME: FOSTER WHEELER LTD DATE OF NAME CHANGE: 20001221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMEC PLC CENTRAL INDEX KEY: 0001328798 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 980397836 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: BOOTHS PARK, CHELFORD ROAD STREET 2: KNUTSFORD CITY: CHESHIRE STATE: X0 ZIP: WA16 8QZ BUSINESS PHONE: 441565652100 MAIL ADDRESS: STREET 1: BOOTHS PARK, CHELFORD ROAD STREET 2: KNUTSFORD CITY: CHESHIRE STATE: X0 ZIP: WA16 8QZ 425 1 a14-9044_56425.htm 425

 

Filed by AMEC plc

 

This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933

 

Subject Company: Foster Wheeler AG

 

Registration Number: 333-199116

 

Date: October 14, 2014

 

The following was mailed to AMEC shareholders by AMEC’s registrars on October 13, 2014:

 

Dear [name of investor],

 

Orient Capital has been mandated by AMEC plc to assist them with regards to the upcoming General Meeting which will be held on 23 October 2014.

 

The acquisition of Foster Wheeler AG, is conditional on, amongst other things, AMEC Shareholders’ approval at the General Meeting. AMEC Shareholders will also be asked to approve the allotment of the New AMEC Shares in connection with the Acquisition.

 

An explanation of the Resolutions to be proposed is set out in paragraph 12 (Details of the General Meeting and the Resolutions) of Part I of the Circular.

 

The Shareholder Circular including Notice of General Meeting is attached to this email and is also available on the company’s website: Click Here

 

The AMEC Board considers that the Acquisition and the Resolutions are in the best interests of the Company and its Shareholders as a whole and unanimously recommends Shareholders to vote in favour of the Resolutions, as the AMEC Directors intend to do in respect of their own beneficial shareholdings.

 

We will contact you within the next few days to discuss this meeting. In the meantime, please feel free to contact me, or the Investor Relations team at AMEC (investors@amec.com), should you have any questions.

 

Kind regards,

 

 

Reza

 

IMPORTANT INFORMATION:

 

An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.

 


 

This material is for informational purposes only and does 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 which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This material is 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 and form of acceptance (the “Acceptance Forms”) which have 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 this material in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this material is 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’s website www.fwc.com, respectively.

 

While the Offer is being made to all holders of Foster Wheeler AG common shares, this material does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.

 

Forward-looking statements

 

This material contains statements which constitute “forward-looking statements”. Forward-looking statements include any statements related to the expected benefits or 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, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking statements.

 

AMEC does not undertake to update any of the forward-looking statements after this date to conform such statements to actual results, to reflect the occurrence of anticipated results or otherwise.