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Foster Wheeler AG announces non-binding terms with AMEC regarding potential transaction

Monday, 13 Jan 2014 02:30am EST 

Foster Wheeler AG:Says it confirmed that, following a comprehensive review of strategic alternatives, it has provisionally agreed with AMEC plc on non-binding outline terms concerning a possible business combination of the company and AMEC.Says company and AMEC have negotiated non-binding terms of a business combination pursuant to which AMEC would acquire each outstanding share of Foster Wheeler common stock for transaction consideration consisting of 0.8998 shares of AMEC common stock and $16.00 in cash.Says in addition, assuming binding terms are agreed, the company expects to pay a one-time dividend of $0.40 per share prior to closing.Says under the proposed terms, Foster Wheeler`s existing shareholders would own approximately 23% of the combined company, and it is expected that two members of the company's board would join the board of directors of AMEC as non-executive directors.Says in connection with their negotiations, Foster Wheeler has agreed with AMEC not to solicit alternative proposals through Feb. 22.Says Foster Wheeler is being advised by Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as financial advisors, and Freshfields Bruckhaus Deringer LLP as legal advisors, in connection with the review of strategic alternatives and its discussions with AMEC. 

Company Quote

-16.0 -1.55%
10:28am EDT