Merger Of FMC Technologies and Technip

12 Months Ended

Dec. 31, 2016

Merger of FMC Technologies and Technip [Abstract]

Merger of FMC Technologies and Technip

MERGER OF FMC TECHNOLOGIES AND TECHNIP

On June 14, 2016, FMCTI and Technip S.A., a French société anonyme (“Technip”) entered into a definitive business combination agreement providing for the business combination among FMC Technologies, FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly-owned subsidiary of FMCTI and Technip. On August 4, 2016, the legal name of FMC Technologies SIS Limited was changed to TechnipFMC Limited, and, on January 11, 2017, was subsequently re-registered as TechnipFMC plc, a public limited company incorporated under the laws of England and Wales. The business combination agreement was unanimously approved by the board of directors of both companies. The entry into the business combination agreement followed FMCTI’s announcement on May 19, 2016, of its intention to enter into a business combination with Technip. At the effective completion of the merger, each issued and outstanding ordinary share of FMCTI and Technip, other than shares owned by each respective company or its subsidiaries, will be converted into the right to receive 1.0 and 2.0 ordinary shares of the new company, respectively.

On December 14, 2016, FMCTI, Technip, and TechnipFMC entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement by and among FMCTI, Technip, and TechnipFMC. The Amendment provides for certain technical changes to the Business Combination Agreement, including certain closing mechanics.

FMCTI, Technip and TechnipFMC also entered into a Joinder Agreement (the “Joinder”) with TechnipFMC US Merger Sub LLC, a Deleware limited liability company (“Merger Sub”), TechnipFMC Holdings Limited, a private limited company incorporated under the laws of England and Wales (“UK Holdco”), and TechnipFMC US Holdings LLC, a Delaware limited liability company (“US Holdco”), whereby UK Holdco, US Holdco, and Merger Sub became a party to the Business Combination Agreement with the same force and effect as if originally named therein.

Consummation of the merger is subject to customary termination rights as specified in the business combination agreement. The transaction is expected to close during the first quarter of 2017.