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EX-2.1 - EX-2.1 - GLOBAL INDUSTRIES LTD | h84585exv2w1.htm |
8-K - FORM 8-K - GLOBAL INDUSTRIES LTD | h84585e8vk.htm |
Exhibit 99.1
Global Industries, Ltd. |
For Immediate Release | ||
PRESS RELEASE
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PR Contact: Jeff Miller | |
091211.09
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Tel: +1.281.529.7250 |
Global Industries Signs Merger Agreement with Technip
Global Stockholders to Receive $8.00 per Share
Global Stockholders to Receive $8.00 per Share
HOUSTON, TEXAS September 12, 2011 Global Industries, Ltd. (Nasdaq: GLBL) announced today
that it has entered into a definitive merger agreement with Technip (NYSE Euronext Paris: TEC)
under which Technip will acquire Global in an all cash merger. Under the terms of the agreement,
which was unanimously approved by Globals Board of Directors, Global stockholders will receive
$8.00 in cash for each share of Globals common stock. The transaction values Global at an
enterprise value of approximately $1,073 million, including Globals approximately $136 million of
net debt. The $8.00 per share acquisition price represents a 55% premium to Globals closing share
price on September 9, 2011, the last trading day prior to announcement of the transaction, and a
92% premium to Globals average closing share price for the 30 trading days ending on September 9,
2011. The transaction is not subject to any financing condition.
| Global brings to Technip a complementary subsea business comprising the know-how and experience of Globals teams supported by 14 vessels, including two newly-built leading edge S-Lay vessels, as well as important geographic positions notably in the Gulf of Mexico (US and Mexican waters), Asia-Pacific and the Middle East. | ||
| Technips skills, commercial track record, and strong client base will realize the full value and potential of Globals know-how, assets and experience, and broaden opportunities for Globals employees. |
Global expects the transaction to be completed in early 2012. The management teams of Global and
Technip expect to work closely together to develop an integration plan.
Global Industries Press Release | Page 2 |
John B. Reed, Chief Executive Officer of Global, said: Global and Technip share a common view of
the promising subsea market. The merger of our two companies will provide our customers with an
unrivaled execution capability, combining Technips leading, integrated subsea capabilities with
Globals G1200 and G1201, complementary market presence and skills and know-how in S-Lay and heavy
lift.
Completion of the merger is subject to certain customary closing conditions, including, among other
things, approval of Globals stockholders and receipt of certain regulatory approvals.
Simmons & Company International is acting as financial advisor and Vinson & Elkins LLP is acting as
legal advisor to Global. Simmons & Company has delivered a fairness opinion to the Global Board of
Directors in connection with their approval of the transaction based upon and subject to the
assumptions set forth in the opinion.
About Global
Global is a leading solutions provider of offshore construction, engineering, project management
and support services including pipeline construction, platform installation and removal,
deepwater/SURF installations, IRM, and diving to the oil and gas industry worldwide. The Companys
shares are traded on the NASDAQ Global Select Market under the symbol GLBL.
Forward-looking Statements
This press release, and all oral statements made regarding the subject matter of this
communication, contains statements that constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based on the current
expectations and beliefs of Global and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially from those described in the
forward-looking statements. Any statements that are not statements of historical fact (such as
statements containing the words believes, plans, anticipates, expects, estimates and
similar expressions) should be considered forward-looking statements. Among others, the following
risks, uncertainties and other factors could cause actual results to differ from those set forth in
the forward-looking statements: (i) the risk that the proposed merger may not be consummated in a
timely manner, if at all; (ii) the risk that the definitive merger agreement may be terminated in
circumstances that require Global to pay Technip a termination fee of $30
Global Industries Press Release | Page 3 |
million; (iii) risks related to the diversion of managements attention from Globals ongoing
business operations; (iv) the effect of the announcement of the merger on Globals business
relationships (including, without limitation, suppliers and customers), operating results and
business generally; and (v) risks related to obtaining the requisite consents for the merger,
including, without limitation, the timing (including possible delays) and receipt of regulatory
approvals from various governmental entities. Additional risk factors that may affect future
results are contained in Globals filings with the Securities and Exchange Commission, which are
available at the SECs website at http://www.sec.gov. Because forward-looking statements involve
risks and uncertainties, actual results and events may differ materially from results and events
currently expected by Global. Global expressly disclaims any obligation or undertaking to update
or revise any forward-looking statements contained herein to reflect any change of expectations
with regard thereto or to reflect any change in events, conditions or circumstances.
Additional Information About the Merger and Where to Find it
In connection with the proposed merger, Global intends to file relevant materials with the SEC,
including a proxy statement. Investors and security holders of Global are urged to read the proxy
statement (when it becomes available) and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they will contain important
information about Global, the proposed merger and the parties to the proposed transaction.
Investors and security holders may obtain these documents (and any other documents filed by Global
and Technip with the SEC) free of charge at the SECs website at http://www.sec.gov. In addition,
the documents filed with the SEC by Global may be obtained free of charge from the investor
relations website portion of Globals website at http://www.globalind.com. Investors and security
holders are urged to read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the proposed merger.
Global and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Globals stockholders in respect of the proposed merger. Information
regarding Globals directors and executive officers is contained in Globals Annual Report on Form
10-K for the year ended December 31, 2010, its proxy statement for its 2011 Annual Meeting of
Stockholders, and subsequent filings which Global has made with the SEC.
Global Industries Press Release | Page 4 |
Stockholders may obtain additional information about the directors and executive officers of Global
and their respective interests with respect to the proposed merger by security holdings or
otherwise, which may be different than those of Globals stockholders generally, by reading the
definitive proxy statement and other relevant documents regarding the proposed merger, when filed
with the SEC. Each of these documents is, or will be, available as described above.
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