Foster Wheeler AG (Zug, Switzerland; www.fwc.com) has announced that it has entered into a definitive agreement with AMEC plc (London, U.K.; www.amec.com) pursuant to which AMEC will make an offer to acquire all the issued and to be issued share capital of the company. Under the terms of the offer, AMEC will offer to exchange for each outstanding share of Foster Wheeler common stock transaction consideration consisting of 0.8998 shares of AMEC stock and $16.00 in cash. Separately, Foster Wheeler expects to pay a one-time dividend of $0.40 per share prior to, and not conditional on, the closing of the offer. The Company expects that there will be no Swiss withholding taxes on the dividend.
Based on AMEC's stock price of £10.92 per share (the close of trading on February 12, 2014) and an exchange rate of £/$1.658, the proposed transaction would value each Foster Wheeler share at approximately $32.69 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). The transaction is expected to close in the second half of 2014.