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BFW 01/13 07:03 AMEC to Buy Foster Wheeler AG for About $3.2b BN 01/13 07:11 *AMEC SAYS UNDERLYING BUSINESS CONTINUES TO PERFORM AS SEEN BN 01/13 07:11 *AMEC PERFORMED IN LINE WITH FORECAST FOR '13 BN 01/13 07:07 *AMEC SEES COMPLETION OF ACQUISITION BY 2H OF 2014 BN 01/13 07:06 *FOSTER WHEELER WON'T SOLICIT ALTERNATIVE PROPOSALS UNTIL FEB 22 BN 01/13 07:06 *FOSTER WHEELER TO HAVE TWO SEATS ON AMEC BOARD BN 01/13 07:05 *AMEC FOSTER WHEELER ALSO TO PAY PRE-COMPLETION DIV OF $0.40 BN 01/13 07:05 *AMEC SEES `DOUBLE-DIGIT' EARNINGS ACCRETION IN FIRST 12 MONTHS BN 01/13 07:04 *AMEC WILL SEEK US LISTING IN CONNECTION W/ TRANSACTION BN 01/13 07:04 *AMEC TO FINANCE ACQUISITION VIA CASH RESOURCES, NEW DEBT BN 01/13 07:03 *AMEC AGREES TO BUY FOSTER WHEELER FOR $3.2B IN CASH, STOCK BN 01/13 07:02 *AMEC OFFER EQUATES TO VALUE OF ABOUT $3.2B BN 01/13 07:02 *AMEC OFFERS $32 FOR EACH FOSTER WHEELER SHR BFW 01/13 07:01 *AMEC PLANS OFFER OF $32-SHR FOR FOSTER WHEELER BN 01/13 07:01 *AMEC PROVISIONALLY AGREED FOR ALL OF FOSTER WHEELER'S SHARES BN 01/13 07:01 *AMEC ISIONALLY AGREED FOR ALL OF FOSTER WHEELER'S SHARES BN 01/13 07:01 *AMEC POSSIBLE OFFER FOR FOSTER WHEELER, UPDATE ON TRADING BN 01/13 07:00 *AMEC AMEC POSSIBLE OFFER FOR FOSTER WHEELER
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MORE: Amec Agrees to Buy Foster Wheeler for $3.2b in Cash, Stock 2014-01-13 07:11:28.690 GMT
By Gaurav Panchal Jan. 13 (Bloomberg) -- Amec’s provisional agreement with Foster Wheeler for the cash, stock offer equates to $32-shr for each Foster Wheeler share, ~$3.2b. * Cash component of possible offer (~$1.6b, GBP968m) expected to be financed by combination of Amec’s existing cash resources, new debt financing * Expects remainder of offer to be satisfied by issuance of new Amec shares to Foster Wheeler shareholders, some or all of which may take form of ADRs * AMEC will seek U.S. listing in connection with transaction * Foster Wheeler shareholders would hold shares in AMEC representing ~23% of enlarged share capital * AMEC would expect to have a pro-forma trailing 12 months ratio of net debt to EBITDA of ~1.6x at completion * Foster Wheeler also expects to pay a pre-completion dividend of $0.40 for each Foster Wheeler share * Terms: * Subject to number of pre-conditions, including satisfactory completion of confirmatory due diligence by both parties, completion of debt financing arrangements by Amec, unanimous recommendation by board of Foster Wheeler * Foster Wheeler has agreed not to solicit alternative proposals until Feb. 22 by which time it is expected that definitive agreements will be entered into * Completion anticipated in 2H of 2014, subject to AMEC shareholder approval and regulatory and anti-trust approvals * Says is no certainty that a firm offer will be made or that the transaction will proceed * First Take: {NSN MZBVL26JIJVF <go>} * Statement: Statement:{NSN MZBVGF3HBS3N <GO>}
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To contact the editor responsible for this story: Gaurav Panchal at +44-20-7392-0511 or gpanchal2@bloomberg.net