Each of the directors and officers of Pure, collectively holding approximately 18% of the issued and outstanding shares and options of Pure, have entered into agreements with FMC pursuant to which they have agreed to vote their Pure shares in favor of the Arrangement at the meeting of shareholders and optionholders.
AltaCorp Capital Inc. acted as financial advisor to Pure and Blake, Cassels & Graydon LLP served as Pure's legal counsel. Simmons & Company International acted as financial advisor to FMC, Stikeman Elliott LLP served as FMC's Canadian legal counsel, and Vinson & Elkins LLP served as FMC's U.S. legal counsel.
About FMC Technologies:
FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of technology solutions for the energy industry. Named by FORTUNE® Magazine as the World's Most Admired Oil and Gas Equipment, Service Company in 2012, the Company has approximately 16,100 employees and operates 27 production facilities in 16 countries. FMC Technologies designs, manufactures and services technologically sophisticated systems and products such as subsea production and processing systems, surface wellhead systems, high pressure fluid control equipment, measurement solutions, and marine loading systems for the oil and gas industry. For more information, visit
Pure is an oilfield services company that provides well completion and abandonment services to oil and gas exploration and development entities in the Western Canadian Sedimentary Basin and certain regions of
the United States
Forward-Looking Statements by FMC
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from FMC's historical experience and present expectations or projections. These risks, uncertainties and assumptions relate to, among other things, FMC's ability to consummate the proposed transaction with Pure; FMC's ability to obtain the requisite Pure shareholder approval and court approval of the transaction with Pure; FMC's ability to obtain regulatory approval and the satisfaction of other conditions to consummation of the transaction with Pure; FMC's ability to successfully integrate Pure's operations and employees; FMC's ability to realize anticipated synergies and cost savings from the transaction with Pure; the potential impact of the announcement or consummation of the transaction with Pure on relationships, including with employees, suppliers, customers and competitors of FMC and Pure; and the other factors described in FMC's Annual Report on Form 10-K for the year ended December 31, 2011, as well as its other filings with the Securities and Exchange Commission. FMC cautions to not place undue reliance on any forward-looking statements, which speak only as of the date hereof. FMC undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Forward-Looking Statements by Pure:
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the timing and anticipated receipt of required regulatory, court and securityholder approvals for the Arrangement; the ability of Pure and FMC to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the mailing of the information circular regarding the Arrangement and the closing of the Arrangement.
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Pure has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail Pure securityholder meeting materials, including the required information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court and securityholder approvals, including but not limited to the Hart-Scott-Rodino Act approval, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary securityholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement include the failure of Pure or FMC to obtain necessary securityholder, regulatory and court approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Pure or FMC to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, the failure of Pure to comply with the terms of the Arrangement Agreement may result in Pure being required to pay a non-completion or other fee to FMC, the result of which could have a material adverse effect on Pure's financial position and results of operations and its ability to fund growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Pure are included in reports on file with applicable securities regulatory authorities and which may be accessed on Pure's SEDAR profile at www.sedar.com. The forward-looking statements and information contained in this press release are made as of the date hereof and Pure undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Non-IFRS Measures of Pure
EBITDAS does not have a standardized meaning prescribed by IFRS. Management of Pure believes that, in addition to net earnings, EBITDAS is a useful supplemental measure. EBITDAS is provided as a measure of operating performance without reference to financing decisions, depreciation, income tax or stock-based compensation impacts, which are not controlled at the operating management level. Investors should be cautioned that EBITDAS should not be construed as an alternative to net earnings determined in accordance with IFRS as an indicator of Pure's financial performance. Pure's method of calculating EBITDAS may differ from that of other entities and accordingly may not be comparable to measures used by other entities. See sections titled "Reconciliation of EBITDAS to Net Earnings" in our annual and interim reports filed on SEDAR.