Additional Investors Agree Not to Transfer Foster Wheeler Securities.HAMILTON, Bermuda -- Foster Wheeler Ltd. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : FWLRF) announced today that additional investors have agreed not to transfer their Foster Wheeler securities. Including these additional investors' holdings, institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. holding 56.8% of the 6.75% senior notes due 2005, 83.7% of the 6.50% convertible subordinated notes due 2007, 91.5% of certain of the Robbins bonds due 2009, and 19.6% of the 9% trust preferred securities have executed agreements not to transfer their securities. While Foster Wheeler has not yet requested these institutional investors to tender their securities in the offer, Foster Wheeler believes they will do so when requested. The amended exchange offer is subject to review by the Securities and Exchange Commission and other regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. , and revised offering materials will be distributed as soon as practicable. As previously announced, the exchange offer contemplates the issuance of warrants. The holders of the trust preferred securities would be issued five-year warrants to purchase additional voting equity securities representing, at the minimum required participation level for the trust preferred securities, approximately 15% of the Company's fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. equity, and the holders of common stock outstanding prior to the closing of the proposed exchange offer would receive a dividend in the form of three-year warrants to purchase additional voting equity securities representing approximately 5% of the Company's fully diluted equity. The warrants would be exercisable commencing one year after the completion of the exchange offer and would have an exercise price equal to the share price at which the holders of the convertible subordinated notes due 2007 who have tendered their notes in the exchange offer receive a par recovery. The Company currently expects the exercise price to be approximately $0.47. The warrants would be in addition to the other previously described voting equity securities to be issued in the exchange offer. The foregoing reference to the proposed registered exchange offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell or exchange any securities in Foster Wheeler Ltd. or any of its subsidiaries. Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed exchange offer because they contain important information: (1) the registration statement on Form S-4 (File No. 333-107054) and (2) the Schedule TO (File No. 005-79124). These and any other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained free at the SEC's Web site at www.sec.gov. You may also obtain these documents for free (when available) from Foster Wheeler by directing your request to: John A. Doyle; email john_doyle@fwc.com; telephone 908-730-4270; and address Foster Wheeler Inc., Perryville Corporate Park, Clinton, NJ 08809-4000. Notes to Editor: 1. Foster Wheeler Ltd. is a global company offering, through its subsidiaries, a broad range of design, engineering, construction, manufacturing, project development and management, research and plant operation services. Foster Wheeler serves the refining refining, any of various processes for separating impurities from crude or semifinished materials. It includes the finer processes of metallurgy, the fractional distillation of petroleum into its commercial products, and the purifying of cane, beet, and maple sugar , oil and gas, petrochemical petrochemical, any one of a large group of chemicals derived from a component of petroleum or natural gas. The cracking processes for manufacturing gasoline produce vast quantities of gaseous hydrocarbons. , chemicals, power, pharmaceuticals, biotechnology and healthcare industries. The corporation is based in Hamilton, Bermuda, and its operational headquarters are in Clinton, New Jersey
Clinton is a Town in Hunterdon County, New Jersey on the South Branch of the Raritan River. As of the United States 2000 Census, the town population was 2,632. , USA. For more information about Foster Wheeler, visit our Web site at www.fwc.com. 2. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 our expectations regarding revenues (including as expressed by our backlog), liquidity, the outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. and recoveries from customers for claims and the costs of current and future asbestos asbestos, mineral asbestos, common name for any of a variety of silicate minerals within the amphibole and serpentine groups that are fibrous in structure and more or less resistant to acid and fire. 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 under the heading "Business--Risk Factors of the Business" in the company's most recent annual report on Form 10-K/A and the following, could cause the company's business conditions and results to differ materially from what is contained in forward-looking statements: changes in the rate of economic growth in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and other major international economies, changes in investment by the power, oil and gas, pharmaceutical, chemical/petrochemical and environmental industries, changes in the financial condition of our customers, changes in regulatory environment, changes in project design or schedules, contract cancellations, changes in estimates made by the company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, currency fluctuations, war and/or terrorist attacks on facilities either owned or where equipment or services are or may be provided, outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance coverage for asbestos exposure, protection and validity of patents and other intellectual property rights, increasing competition by foreign and domestic companies, changes in financial markets, compliance with debt covenants, monetization Monetization The securitization of the gross revenues of a contract. of certain power systems facilities, implementation of our restructuring plan, recoverability of claims against customers and others, changes in estimates used in 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 our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. |
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