Foster Wheeler Announces Plan for Change in Legal Domicile; Proposed Change Should Result in Greater Operational and Financial Flexibility.Business Editors
CLINTON, N.J.--(BUSINESS WIRE)--Nov. 29, 2000
Foster Wheeler Corporation Foster-Wheeler (FWLT) is a global conglomerate with a focus on Engineering, Construction and Procurement (EPC) and power, which form two different groups of the company. The company was formed in 1927 by the merger of a power company (created by the Foster family) with Wheeler (NYSE NYSE
See: New York Stock Exchange :FWC FWC Fish and Wildlife Conservation Commission (Florida)
FWC Foster Wheeler Corporation (Clinton, NJ)
FWC Family Winemakers of California
FWC Fresh Water Cooling
FWC Flight Warning Computer ) today announced that its board of directors has unanimously approved a plan to modify Foster Wheeler's corporate structure so that the company's legal domicile domicile (dŏm`əsīl'), one's legal residence. This may or may not be the place where one actually resides at any one time. The domicile is the permanent home to which one is presumed to have the intention of returning whenever the purpose will effectively be changed from New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of to Bermuda. This plan is subject to approval by two thirds of the company's stockholders at its annual meeting in April 2001.
"This change is another strategic initiative we are taking to strengthen the company's balance sheet and its business in the long term," said Richard J. Swift, Foster Wheeler's chairman, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "The majority of our revenues and income is derived from outside 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 we believe that the business, regulatory and tax environment in Bermuda should enable us to create more value for our stockholders. Our change in legal domicile will allow Foster Wheeler to compete more effectively worldwide because it should result in greater operational flexibility and better position us to manage international cash flows and our complex worldwide tax arrangements."
The structural changes are expected to benefit Foster Wheeler and its stockholders for several reasons. Specifically, Gilles A. Renaud, Foster Wheeler's senior vice president and CFO See Chief Financial Officer. , noted that the reconfiguration:
-- Will allow Foster Wheeler to realign its business to achieve greater operational flexibility, including improved worldwide cash management; -- May provide a more favorable corporate structure for the expansion of Foster Wheeler's current business and future strategic alliances and acquisitions; -- Will give the company more financial flexibility and may have a favorable effect on its ability to access international capital markets; and -- Will provide greater flexibility in the long term to manage worldwide tax liabilities, which should stabilize the company's global effective tax rate. MORE...
"We expect this transition to be seamless and transparent for our employees, vendors and customers around the world," said Renaud.
"Corporate operations will continue to be managed from our current headquarters 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. , and we remain fully committed (Law) committed to prison for trial, in distinction from being detained for examination.
See also: Fully to our employees and local communities everywhere we currently do business," Swift added.
The plan approved by the board calls for the creation of a new Bermuda-based holding company to be called Foster Wheeler Ltd. Shareholders of Foster Wheeler Corporation will receive a number of shares in Foster Wheeler Ltd. equal to the number of shares they hold in Foster Wheeler Corporation. These shares will have substantially the same attributes as Foster Wheeler Corporation common shares and are expected to be listed on the New York Stock Exchange New York Stock Exchange (NYSE)
World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol FWC.
The proxy, which will be issued in March 2001, will give details of the transaction. This reconfiguration is subject to stockholder approval at Foster Wheeler's Annual Meeting of Stockholders on April 23, 2001.
Notes to Editors:
1. Announcement Disclaimer
This announcement does not constitute an offer of any securities
for sale or an offer or an invitation to purchase any securities.
Investors should carefully review Foster Wheeler Ltd.'s
registration statement and the related proxy statement/prospectus
with respect to the proposed transaction when they are filed with
the SEC before making any decision concerning the proposed offer.
These documents will contain important information. Once filed,
investors will be able to obtain these documents and any other
relevant documents for free at the SEC's web site, www.sec.gov,
and at Foster Wheeler Corporation's web site, www.fwc.com.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
2. Conference Call Notice
Foster Wheeler will conduct a conference call to discuss this
announcement today, November 29, at 1:00 p.m. (EST EST electroshock therapy.
electroshock therapy ), which will
also be webcast live on the Internet. The call will be accessible
to the public by telephone or webcast. To listen to the call by
telephone in the United States, dial (800) 370-0740 approximately
ten minutes before the call. International access is available by
dialing (973) 321-2002. The conference call will also be available
over the Internet at www.fwc.com or through StreetEvents at
A replay of the call will be available on the company's web site
as well as by telephone. To listen to the replay by telephone,
dial (877) 318-5459 or (402) 220-0513 starting one hour after the
conclusion of the call through 8:00 p.m. on Wednesday, December 6,
2000. The replay can also be accessed on the company's web site
for two weeks following the call.
3. About Foster Wheeler
Foster Wheeler Corporation is a global company offering, through
its subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operations and environmental services The various combinations of scientific, technical, and advisory activities (including modification processes, i.e., the influence of manmade and natural factors) required to acquire, produce, and supply information on the past, present, and future states of space, atmospheric, . The
Corporation's headquarters are at Clinton, N.J. For more
information about Foster Wheeler, visit our World-Wide Web (World-Wide Web, networking, hypertext) World-Wide Web - (WWW, W3, The Web) An Internet client-server hypertext distributed information retrieval system which originated from the CERN High-Energy Physics laboratories in Geneva, Switzerland. site at
4. 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 that are
based on management's assumptions, expectations and projections
about the various industries within which the Corporation
operates. Such forward-looking statements by their nature involve
a degree of risk and uncertainty. The Corporation cautions that a
variety of factors, including but not limited to the following,
could cause 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 and other major
international economies, changes in investment by the energy,
power and environmental industries, changes in regulatory
environment, changes in project schedules, changes in trade,
monetary and fiscal policies worldwide, currency fluctuations,
outcomes of pending and future 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. , protection and validity
of patents and other intellectual property rights, and increasing
competition by foreign and domestic companies.