Foster Wheeler AG Announces Management Changes
Nov 13 14
As previously disclosed, pursuant to the Implementation Agreement dated February 13, 2014, by and between Amec Foster Wheeler plc and Foster Wheeler AG, Amec Foster Wheeler agreed, among other things, to acquire all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler. On November 13, 2014, Amec Foster Wheeler announced the completion of the offer. In accordance with the Implementation Agreement, effective as of the Effective Date, Clayton C. Daley, Jr., Steven J. Demetriou, Edward G. Galante, John M. Malcolm, Henri Philippe Reichstul and Maureen B. Tart-Bezer each resigned from the Board of Directors of the company. After giving effect to those resignations, Stephanie S. Newby is the sole member of the company's audit committee. Effective as of the Effective Date, Samir Y. Brikho, Ian P. McHoul and Tarun Bafna each joined the Board of Directors of the company after being elected by the shareholders of the company at the Extraordinary General Meeting held on July 10, 2014. In addition, on the Effective Date, J. Kent Masters resigned as Chief Executive Officer of the company. Furthermore, on the Effective Date, the employment of Franco Baseotto, the company's Executive Vice President, Chief Financial Officer and Treasurer, and Beth B. Sexton, the company's Executive Vice President of Human Resources, was terminated. On the Effective Date, Samir Y. Brikho was elected Chief Executive Officer and President of the company and Ian P. McHoul was elected Executive Vice President, Chief Financial Officer and Treasurer of the company. Mr. Brikho, who is 56 years old, is a director of the company effective as of the Effective Date. Mr. Brikho has been Chief Executive Officer of Amec Foster Wheeler, since October 1, 2006. Prior to joining AMEC, Mr. Brikho served in various capacities for ABB Ltd., including as a member of the Group Executive Committee, Head of the Power Systems Division and Chairman of ABB Lummus Global from 2005 to 2006. Mr. Brikho was previously Chief Executive of ABB Lummus Global from 2003 to 2005. He has been an independent non-executive director of Skandinaviska Enskilda Banken AB, since March 2013. Mr. McHoul, who is 54 years old, is a director of the company effective as of the Effective Date. Mr. McHoul has been Chief Financial Officer of Amec Foster Wheeler, since September 8, 2008. From 2001 to September 2008, he served as the Group Finance Director of Scottish & Newcastle plc. Mr. McHoul became a director of AMEC International Investments on April 8, 2014.
AMEC plc and Foster Wheeler AG Completes Combination of New Company
Nov 13 14
Amec Foster Wheeler plc announced the creation of a new force in global engineering, project delivery, asset support, power equipment and consultancy following the completion of the GBP 5 billion combination of AMEC plc and Foster Wheeler AG. The new company, Amec Foster Wheeler, has a highly skilled workforce of over 40,000 in more than 50 countries, 2013 annualised scope revenues of GBP 5.5 billion and a GBP 6.3 billion order book. The combined company would have generated pro-forma trading profits of GBP 521 million in 2013. Amec Foster Wheeler designs, delivers and maintains strategic and complex infrastructure assets across a range of markets. It has a strong presence across the onshore and offshore oil and gas value chain -- from production, through processing, gas monetisation, midstream, oil refining and chemicals. Amec Foster Wheeler is also a major player in the mining, clean energy, power generation, environment and infrastructure markets, using its increased scale to widen and deepen customer relationships. In addition, Amec Foster Wheeler is a leading designer, fabricator and supplier of advanced boiler systems for the power generation and industrial markets. The combination strengthens its already considerable positions in North America and Europe and further enhances its established presence in growth markets of the Middle East, Asia and Latin America. Amec Foster Wheeler has more entrenched market presence and penetration prospects and will also enjoy a broader spread of customers among both independent oil majors and the world's national oil companies. The engineering and project delivery operations will be managed through three geographic business units: Americas; Northern Europe & Commonwealth of Independent States; Africa, Middle East, Asia & Southern Europe. The Global Power Group, the power equipment business, will operate across all geographies. These four business units will be supported by a global strategy and business development function - focused on the development of market and regional strategies, customer relationship management and business acquisition, and a project delivery function - to assure and drive project excellence and leverage Amec Foster Wheeler's global talent and experience. High Value Execution Centres and Centres of Expertise will support this activity.
Foster Wheeler AG Announces Unaudited Consolidated Earnings Results for the Third Quarter and Nine Months Ended September 30, 2014
Nov 3 14
Foster Wheeler AG announced unaudited consolidated earnings results for the third quarter and nine months ended September 30, 2014. For the quarter, the company reported operating revenues of $859,721,000 compared to $801,826,000 a year ago. Contract profit was $130,752,000 compared to $153,466,000 a year ago. Income from continuing operations before income taxes was $41,516,000 compared to $66,180,000 a year ago. Income from continuing operations was $25,763,000 compared to $48,386,000 a year ago. Net income attributable to the company was $25,440,000 or $0.25 per diluted share compared to $50,613,000 or $0.51 per diluted share a year ago. Income attributable to the company from continuing operations was $25,440,000 or $0.25 per basic and diluted share compared to $48,853,000 or $0.50 per basic and diluted share a year ago. EBITDA from continuing operations was $59,259,000 compared to $84,067,000 a year ago. Adjusted EBITDA was $61,215,000 compared to $86,067,000 a year ago. Adjusted net income was $27,396,000 or $0.27 per diluted share compared to $50,853,000 or $0.52 per diluted share a year ago. Results for the third quarter of 2014 include the impact of $3.5 million, or $0.04 per share, of third-party transaction costs in connection with the previously announced acquisition of Foster Wheeler by AMEC plc. Excluding the impact of this item and the asbestos provision, income from continuing operations in the third quarter of 2014 was $30.9 million, or $0.31 per diluted share.
For the nine months, the company reported operating revenues of $2,445,187,000 compared to $2,455,377,000 a year ago. Contract profit was $381,332,000 compared to $426,519,000 a year ago. Income from continuing operations before income taxes was $159,103,000 compared to $174,169,000 a year ago. Income from continuing operations was $127,277,000 compared to $137,896,000 a year ago. Net income attributable to the company was $128,101,000 or $1.27 per diluted share compared to $134,338,000 or $1.32 per diluted share a year ago. Income attributable to the company from continuing operations was $128,101,000 or $1.27 per diluted share compared to $134,073,000 or $1.32 per basic and diluted share a year ago. EBITDA from continuing operations was $208,947,000 compared to $223,150,000 a year ago. Adjusted EBITDA was $214,120,000 compared to $213,400,000 a year ago. Adjusted net income was $133,274,000 or $1.32 per diluted share compared to $124,323,000 or $1.23 per diluted share a year ago.