Availability of Form 8-K/A Current Report, Including Pro Forma Condensed Combined Financial Information of TechnipFMC as of and for the Year Ended December 31, 2016 LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Feb. 24, 2017-- Regulatory News: TechnipFMC plc ( TechnipFMC ) (Paris: FTI) (NYSE: FTI) (ISIN: GB00BDSFG982) announces that on 24 February 2017, it has filed with the U.S. Securities and Exchange Commission ( SEC ) a Current Report on Form 8-K/A that includes the following documents: (i) unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2016 (US GAAP) for TechnipFMC, the combined company after giving effect to the business combination of FMC Technologies, Inc. and Technip S.A., which are appended hereto; (ii) audited 2016 consolidated financial statements (US GAAP) for FMC Technologies, Inc.; and (iii) audited 2016 consolidated financial statements (IFRS) for Technip S.A. No combined IFRS financial statements or reconciliation to IFRS of financial statements prepared under US GAAP will be provided.
A copy of the Current Report on Form 8-K/A can be found on the SEC website (https://www.sec.gov/Archives/edgar/data/1681459/000168145917000138/0001681459-17-000138-index.htm) and on the TechnipFMC website (http://investors.technipfmc.com/phoenix.zhtml?c=254471&p=irol-sec).
A copy of the Form 8-K/A has been submitted to the National Storage Mechanism on the date of this announcement and is, or will shortly be, available for inspection at http://www.morningstar.co.uk/uk/NSM.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information, which we refer to as the pro forma financial statements, give effect to the Mergers, as defined in Description of the Mergers in the Notes to the Unaudited Pro Forma Condensed Combined Financial Information, accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ( ASC 805 ), with Technip identified as the accounting acquirer. ASC 805 provides that in identifying the acquiring entity, all pertinent facts and circumstances must be considered, including, but not limited to, the relative voting rights of the stockholders of the constituent companies in the combined company, significant minority voting interest, the composition of the board of directors and senior management of the combined company, the terms of the exchange of equity securities in the business combination, including the payment of any premium, and the relative size of each company. After careful consideration of all of the company-specific facts, the merger-related facts and the business combination agreement, FMC Technologies, Inc (FMCTI) and Technip S.A. (Technip) determined that the factors were neutral to or supportive of the conclusion that Technip is the accounting acquirer. The factors that most notably supported this determination were (i) the relative voting interest of Technip and FMCTI in the combined company whereby the Technip stockholders obtained a majority voting interest of approximately 51%, (ii) the minority voting interest and (iii) the relative size of FMCTI's and Technip's revenue, total assets, workforce and global footprint.
The unaudited pro forma condensed combined statement of income has been prepared to give effect to the Mergers as if they had been completed on January 1, 2016. The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the Mergers as if they had been completed on December 31, 2016.
The pro forma financial statements are based on the historical audited consolidated financial position and results of operations of Technip and FMCTI as of and for the year ended December 31, 2016.
U.S. GAAP requires that, for each business combination, one of the combining entities be identified as the acquirer, and the existence of a controlling financial interest be used to identify the acquirer in a business combination. In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. However, under certain circumstances, the acquirer for accounting purposes may not necessarily be the legal acquirer (i.e., the entity that issues its equity interest to effect the business combination). As discussed above, Technip was determined to be the acquirer for accounting purposes. As a result, the Mergers will be accounted for as an acquisition of FMCTI by Technip. Accordingly, FMCTI's tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at fair value at the date of completion of the Mergers, with the excess of the purchase consideration over the fair value of FMCTI's net assets being recorded as goodwill. The Technip assets and liabilities together with Technip operations will continue to be recorded at their pre-combination historical carrying value for all periods presented (including pre-combination) in the consolidated financial statements of the combined company. After January 16, 2017, the date of the completion of the Mergers (Merger Date), the results of operations of both companies will be included in the consolidated financial statements of the combined company. Valuations of property, plant and equipment, and intangible and other assets acquired and liabilities assumed, along with assessments of favorable and unfavorable leases, are preliminary as management is still reviewing the existence, characteristics and assumptions related to FMCTI's assets acquired and liabilities assumed. Estimates and assumptions are subject to change upon finalization of these preliminary valuations as of the Merger Date. The completion of the fair valuation analyses could result in significantly d
