Foster Wheeler files definitive proxy materials for EGM

12 Jun '14

2 min read

Foster Wheeler AG announced that it has filed with the U.S. Securities and Exchange Commission (“SEC”) definitive proxy materials in connection with its Extraordinary General Meeting (the “EGM”) to be held on July 10, 2014 at the Company’s offices in Baar, Switzerland. The Company also is mailing these definitive proxy materials (including voting cards) to holders of record as of June 10, 2014.

As described in the definitive proxy materials filed with the SEC, the Company's shareholders will be asked at the EGM to approve (among other things) certain amendments to the Company's Articles of Association, which will provide an exemption from the transfer restrictions and voting limitations in the case where a person who, together with its affiliates, acquires more than two-thirds of Foster Wheeler’s issued and outstanding shares in a successful public tender offer; and the election of three AMEC plc nominees to Foster Wheeler’s board of directors upon closing of the Offer defined below.

The EGM is being called to pass on the above (and other) matters in connection with the proposed exchange offer (the “Offer”) by AMEC to acquire all of Foster Wheeler’s issued and to be issued registered shares, pursuant to the terms, and subject to the conditions, of the Implementation Agreement, dated February 13, 2014, as amended from time to time, including on May 28, 2014, by and between Foster Wheeler and AMEC.

AMEC and the Company continue to expect the Offer to close in the third quarter of 2014.

Foster Wheeler

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