Attached files
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EX-99.01 - EXHIBIT 99.01 - FOSTER WHEELER AG | v381637_ex99-01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 16, 2014
FOSTER WHEELER AG
(Exact Name of Registrant as Specified in Charter)
Switzerland | 001-31305 | 98-0607469 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom
(Address of Principal Executive Offices)
+44 118 913 1234
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On June 16, 2014, in connection with the pending acquisition of Foster Wheeler AG (“Foster Wheeler” or the “Company”) by AMEC plc, which was previously announced by the Company on a Current Report on Form 8-K filed on February 13, 2014, the Company arranged for a brand-identity consulting firm to interview select Company customers using the attached discussion guide. A copy of the interview discussion guide is attached as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Important information
The pending exchange offer (the “Offer”) by AMEC plc to acquire all of Foster Wheeler’s issued and to be issued registered shares has not commenced. At the time the Offer is commenced, AMEC plc will file a registration statement on Form F-4 and a Tender Offer statement on Schedule TO and the Company will file a Recommendation Statement on Schedule 14D-9 with respect to the Offer. These documents will contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer. These materials will be made available to the shareholders of the Company at no expense to them. Investors and security holders will be able to obtain the documents (when available) free of charge at the Securities and Exchange Commission’s web site, www.sec.gov, after they have been filed. Any materials filed with the Securities and Exchange Commission may also be obtained without charge at the Company's website, www.fwc.com.
This announcement 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 announcement 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.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit No. |
Description of Exhibit | |
99.01 | Foster Wheeler AG interview discussion guide, dated June 16, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FOSTER WHEELER AG | ||||||
By: |
/s/ Michelle K. Davies | |||||
DATE: June 17, 2014 |
Michelle K. Davies Corporate Secretary |