Foster Wheeler Announces Non-Binding Terms with AMEC Regarding Potential Transaction

  Foster Wheeler Announces Non-Binding Terms with AMEC Regarding Potential
  Transaction

Business Wire

ZUG, Switzerland -- January 13, 2014

Foster Wheeler AG (Nasdaq:FWLT) (“Foster Wheeler” or the “Company”) today
confirmed that, following a comprehensive review of strategic alternatives, it
has provisionally agreed with AMEC plc (“AMEC”) on non-binding outline terms
concerning a possible business combination of the Company and AMEC. While the
Company does not generally comment on pending negotiations, today’s
confirmation is in response to the recent announcement by AMEC.

The 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. In addition, assuming binding
terms are agreed, the Company expects to pay a one-time dividend of $0.40 per
share prior to closing.

Based on AMEC's stock price of £10.79 per share (the close of trading on
Friday, January 10, 2014) and an exchange rate of £/$1.648, the proposed
transaction would value each Foster Wheeler share at approximately $32.40 and
the fully diluted share capital of Foster Wheeler at approximately $3.3
billion (taking into account the proposed $0.40 dividend by the Company). This
represents a premium of approximately 12.8% to $28.73, the Company's closing
stock price on November 26, 2013, the trading day prior to initial public
reports about a potential business combination involving the Company and AMEC,
and a premium of approximately 19.4% to the 3-month volume weighted average
price (measured for the three-months ending on November 26) of approximately
$27.15.

The Company believes that the meaningful equity component of the proposed
terms would allow its shareholders to participate in the strategic and
commercial benefits of the combined company, including significant potential
synergies. 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.

In connection with their negotiations, Foster Wheeler has agreed with AMEC not
to solicit alternative proposals through February 22, 2014.

Other than with respect to non-solicitation of alternative proposals, no
binding agreement has been entered into between the Company and AMEC with
respect to any business combination, and the execution of definitive
agreements with respect thereto is subject to mutual agreement of definitive
terms, mutual due diligence and approval by each of the Company's and AMEC's
board of directors, among other things. Accordingly, readers are cautioned
that there can be no assurances that any transaction will ultimately be agreed
between Foster Wheeler and AMEC, or what the definitive and binding terms of
any such transaction would be.

Foster Wheeler does not intend to make any further comment or announcement, or
disclose further developments, regarding this process unless and until
discussions with AMEC have concluded, or where such further disclosure is
appropriate or required.

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.

Foster Wheeler is a global engineering and construction company and power
equipment supplier delivering technically advanced, reliable facilities and
equipment. The Company employs approximately 13,000 talented professionals
with specialized expertise dedicated to serving its clients through one of its
two primary business groups. The Company’s Global Engineering and Construction
Group designs and constructs leading-edge processing facilities for the
upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and
petrochemicals, power, minerals and metals, environmental, pharmaceuticals,
biotechnology and healthcare industries. The Company’s Global Power Group is a
world leader in combustion and steam generation technology that designs,
manufactures and erects steam generating and auxiliary equipment for power
stations and industrial facilities and also provides a wide range of
aftermarket services. The Company is based in Zug, Switzerland, and its
operational headquarters office is in Reading, United Kingdom. For more
information about Foster Wheeler, please visit our Web site at www.fwc.com.

Safe Harbor Statement

Foster Wheeler AG news releases may contain forward-looking statements that
are based on management’s assumptions, expectations and projections about the
Company and the various industries within which the Company operates. These
include statements regarding the Company’s expectations about revenues
(including as expressed by its backlog), its liquidity, the outcome of
litigation and legal proceedings and recoveries from customers for claims and
the costs of current and future asbestos claims and the amount and timing of
related insurance recoveries. Such forward-looking statements by their nature
involve a degree of risk and uncertainty. The Company cautions that a variety
of factors, including but not limited to the factors described in the
Company’s most recent Annual Report on Form 10-K for the quarter ended March
31, 2013 which was filed with the U.S. Securities and Exchange Commission, and
the following, could cause the Company’s business conditions and results to
differ materially from what is contained in forward-looking statements:
benefits, effects or results of the Company’s redomestication to Switzerland,
benefits, effects or results of the Company’s strategic renewal initiative,
further deterioration in global economic conditions, changes in investment by
the oil and gas, oil refining, chemical/petrochemical and power generation
industries, changes in the financial condition of its customers, changes in
regulatory environments, changes in project design or schedules, contract
cancellations, the changes in estimates made by the Company of costs to
complete projects, changes in trade, monetary and fiscal policies worldwide,
compliance with laws and regulations relating to the Company’s global
operations, currency fluctuations, war, terrorist attacks and/or natural
disasters affecting facilities either owned by the Company or where equipment
or services are or may be provided by the Company, interruptions to shipping
lanes or other methods of transit, outcomes of pending and future litigation,
including litigation regarding the Company’s liability for damages and
insurance coverage for asbestos exposure, protection and validity of the
Company’s patents and other intellectual property rights, increasing global
competition, compliance with its debt covenants, recoverability of claims
against the Company’s customers and others by the Company and claims by third
parties against the Company, and changes in estimates used in its critical
accounting policies. Other factors and assumptions not identified above were
also involved in the formation of these forward-looking statements and the
failure of such other assumptions to be realized, as well as other factors,
may also cause actual results to differ materially from those projected. Most
of these factors are difficult to predict accurately and are generally beyond
the Company’s control. You should consider the areas of risk described above
in connection with any forward-looking statements that may be made by the
Company. The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise. You are advised, however, to consult any additional
disclosures the Company makes in proxy statements, quarterly reports on Form
10-Q, annual reports on Form 10-K and current reports on Form 8-K filed or
furnished with to the Securities and Exchange Commission.

IF BINDING TERMS ARE ENTERED INTO, AND AN OFFER IS MADE BY AMEC, THE COMPANY'S
SHAREHOLDERS ARE URGED TO READ ANY DOCUMENTS RELATING THERETO REGARDING THE
TRANSACTION WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS THERETO) AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

If binding terms are entered into, and an offer is made by AMEC, the board's
recommendation/solicitation statement on Schedule 14D-9 and other related
documents will be available electronically without charge at the SEC's
website, www.sec.gov, after they have been filed. Any materials filed with the
SEC 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.

Participants in the Solicitation

If binding terms are entered into, and an offer is made by AMEC, and the offer
also involves a solicitation of a proxy, the Company, AMEC and their
respective directors and executive officers and other members of management
and employees may be deemed to be participants in any such solicitation of
proxies in respect of any such proposed offer. Information about the Company's
directors and executive officers is available in its Form 10-K for the year
ended December 31, 2012, dated March 1, 2013. The Company understands that it
is AMEC's intention that information about AMEC's directors and executive
officers will be made available in the registration statement on Form F-4, if
binding terms are entered into, and if and when any such registration
statement is filed. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the relevant materials to
be filed with the SEC regarding the transaction, if binding terms are entered
into, and an offer is made by AMEC, when they become available. If binding
terms are entered into, and an offer is made by AMEC, investors should read
the all materials filed with the SEC carefully when they become available
before making any voting or investment decisions. You may obtain free copies
of these documents using the sources indicated above.

Contact:

Foster Wheeler AG
Media
Patti Landsperger, 908-713-2944
patti_landsperger@fwc.com
or
Investor Relations
Scott Lamb, 908-730-4155
scott_lamb@fwc.com
or
Other Inquiries, 908-730-4000
fw@fwc.com
 
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