McDermott Completes Reverse Stock Split and Announces Completion and Results of Exchange Offer for CB&I Common Stock
May 10 2018 - 9:05AM
McDermott International, Inc. (“McDermott” or the “Company”)
(NYSE:MDR) today announced the completion of the reverse split of
its common stock and the expiration and results of its previously
announced exchange offer for any and all issued and outstanding
common shares of Chicago Bridge & Iron Company N.V.
(“CB&I”) (NYSE:CBI).
The 3-to-1 reverse split of McDermott’s common stock became
effective at 11:59 p.m., Eastern time, on May 9, 2018. At this
time, every three shares of McDermott common stock were
automatically combined into one share, such that a McDermott
stockholder now owns one share of McDermott common stock for each
three shares of McDermott common stock held by that stockholder
immediately prior to the reverse stock split effective time. No
fractional shares were issued. Instead, any fractional share
interest resulting from the reverse stock split was rounded up to
the nearest whole share. Additionally, the authorized shares of
McDermott common stock were reduced to 255,000,000 shares.
At 12:01 a.m., Eastern time, on May 10, 2018, McDermott’s
exchange offer for CB&I common stock expired and was not
extended. As of the expiration of the exchange offer, a total of
approximately 66.7 million shares of CB&I common stock were
validly tendered in the exchange offer and not withdrawn,
representing approximately 65 percent of the common shares of
CB&I outstanding immediately after the consummation of the
exchange offer. All shares that were validly tendered and not
withdrawn have been accepted for payment in accordance with the
terms of the exchange offer.
McDermott expects to complete its proposed business combination
with CB&I later today in accordance with and subject to the
terms of the business combination agreement between the parties.
Each remaining share of CB&I common stock held by CB&I
shareholders not accepted in the exchange offer effectively will be
converted into the right to receive the same 0.82407 shares of
McDermott common stock that will be paid in the exchange offer,
together with cash in lieu of any fractional shares of McDermott
common stock, less any applicable withholding taxes. As a result of
the combination, CB&I common stock will no longer be listed on
the New York Stock Exchange and will cease trading prior to the
open of the market on May 11, 2018.
About McDermott
McDermott is a leading provider of integrated engineering,
procurement, construction and installation (“EPCI”), front-end
engineering and design (“FEED”) and module fabrication services for
upstream field developments worldwide. McDermott delivers fixed and
floating production facilities, pipelines, installations and subsea
systems from concept to commissioning for complex Offshore and
Subsea oil and gas projects to help oil companies safely produce
and transport hydrocarbons. McDermott’s customers include national
and major energy companies. Operating in approximately 20 countries
across the world, McDermott’s locally focused and globally
integrated resources include approximately 11,600 employees, a
diversified fleet of specialty marine construction vessels,
fabrication facilities and engineering offices. McDermott is
renowned for its extensive knowledge and experience, technological
advancements, performance records, superior safety and commitment
to deliver. McDermott has served the energy industry since 1923,
and shares of its common stock are listed on the New York Stock
Exchange. As used in this press release, McDermott includes
McDermott International, Inc. and its subsidiaries and affiliates.
To learn more, visit our website at www.mcdermott.com.
Forward-Looking Statements
McDermott cautions that statements in this communication which
are forward-looking, and provide other than historical information,
involve risks, contingencies and uncertainties that may impact
actual results of operations of McDermott, including after the
business combination with CB&I. These forward-looking
statements include, among other things, statements about the
expected completion date of the combination. Although we believe
that the expectations reflected in those forward-looking statements
are reasonable, we can give no assurance that those expectations
will prove to have been correct. Those statements are made by using
various underlying assumptions and are subject to numerous risks,
contingencies and uncertainties, including, among others: the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters; the costs incurred to consummate the
combination; the possibility that the expected synergies from the
combination will not be realized, or will not be realized within
the expected time period; difficulties related to the integration
of the two companies; the credit ratings of the company; disruption
from the combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the
post-combination integration efforts; adverse changes in the
markets in which McDermott operates or credit markets; the
inability of McDermott to execute on contracts in backlog
successfully; changes in project design or schedules; the
availability of qualified personnel; changes in the terms, scope or
timing of contracts; contract cancellations; change orders and
other modifications and actions by customers and other business
counterparties of McDermott; changes in industry norms; and adverse
outcomes in legal or other dispute resolution proceedings. If one
or more of these risks materialize, or if underlying assumptions
prove incorrect, actual results may vary materially from those
expected. You should not place undue reliance on forward-looking
statements. For a more complete discussion of these and other risk
factors, please see each of McDermott's and CB&I's annual and
quarterly filings with the U.S. Securities and Exchange Commission
(the "SEC"), including their respective annual reports on Form 10-K
for the year ended December 31, 2017. This communication reflects
the views of McDermott's management as of the date hereof. Except
to the extent required by applicable law, McDermott undertakes no
obligation to update or revise any forward-looking statement.
Contacts
Investor
Relations
Ty LawrenceVice President, Investor Relations+1
281.870.5147tplawrence@mcdermott.com
Global Media RelationsEd MemiManager,
Communications+1 281.870.5943ememi@mcdermott.com
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