Foster Wheeler Announces Results from Extraordinary General Meeting

  Foster Wheeler Announces Results from Extraordinary General Meeting

Business Wire

ZUG, Switzerland -- July 10, 2014

Foster Wheeler AG (Nasdaq: FWLT) (“Foster Wheeler” or the “Company”) announced
the results from its Extraordinary General Meeting (the “EGM”), which was held
today at the Company’s offices in Baar, Switzerland.

At the meeting, the Company's shareholders approved (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 was called to vote on the above matters, among other matters set out
in greater detail in the Company’s definitive proxy materials filed with the
U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2014, 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.

For additional information about the terms of the Implementation Agreement,
including the conditions to the Offer, please see the Company’s Current
Reports on Form 8-K, filed on February 13, 2014 (including the complete text
of the Implementation Agreement, which is attached as Exhibit 2.1 thereto) and
on May 28, 2014 (including the complete text of the Deed of Amendment, which
is attached as Exhibit 2.1 thereto), available at


While closing of the Offer is conditioned on (among other things) approval of
certain of the EGM matters described above, Company shareholders should be
aware that a vote in favor of these matters at the EGM is not a vote in favor
of, or a tender of shares into, the Offer.

The Offer has not commenced. At the time the Offer is commenced, AMEC will
file with the SEC: (i) a registration statement on Form F-4, which will
include a prospectus of AMEC in respect of the AMEC Shares to be issued in the
Offer, and (ii) a tender offer statement on Schedule TO (together with related
documents, including a related letter of transmittal), and Foster Wheeler will
file with the SEC 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

Foster Wheeler AG 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 website at

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, which was filed with the
U.S. Securities and Exchange Commission on February 27, 2014, and the
following, could cause the Company’s business conditions and results to differ
materially from what is contained in forward-looking statements including: the
timing and success of the proposed offer and acquisition of the Company by
AMEC plc, the risk that the Company’s business will be adversely impacted
during the pending proposed offer and acquisition of the Company by AMEC plc,
benefits, effects or results of the Company’s redomestication to Switzerland,
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 with
or furnished to the Securities and Exchange Commission.


Foster Wheeler AG
Media and Investor Contact
Scott Lamb, 908-730-4155
Other Inquiries
Press spacebar to pause and continue. Press esc to stop.