FOSTER WHEELER CASH DIVIDEND
ZUG, SWITZERLAND, February 27, 2014 -- Foster Wheeler AG (Nasdaq: FWLT) announced today that its board of directors has recommended the payment of a cash dividend of $0.40 per registered share, subject to approval by the company’s shareholders at the company’s annual general meeting, to be held on May 7, 2014.
Assuming shareholder approval at the annual general meeting, the dividend will be paid on or about May 21, 2014, to shareholders of record as of May 7, 2014.
Because the dividend will be funded by the company’s qualifying capital contribution reserves, it will not be subject to Swiss withholding taxes.
Payment of the proposed dividend is not conditioned on closing of the company's previously announced transaction with AMEC plc. Additional information relating to the proposed dividend will be set forth in the proxy statement and other relevant materials to be filed by the company with the U.S. Securities and Exchange Commission in connection with the company's annual general meeting.
Foster Wheeler AG is a global engineering and construction company and power equipment supplier delivering technically advanced, reliable facilities and equipment. The company employs approximately 13,000 talented professionals with specialized expertise dedicated to serving its clients through one of its two primary business groups. The company’s Global Engineering and Construction Group designs and constructs leading-edge processing facilities for the upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals, power, minerals and metals, environmental, pharmaceuticals, biotechnology and healthcare industries. The company’s Global Power Group is a world leader in combustion and steam generation technology that designs, manufactures and erects steam generating and auxiliary equipment for power stations and industrial facilities and also provides a wide range of aftermarket services. The company is based in Zug, Switzerland, and its operational headquarters office is in Reading, United Kingdom. For more information about Foster Wheeler, please visit our Web site atwww.fwc.com.
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Safe Harbor Statement
Foster Wheeler AG news releases may contain forward-looking statements 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 the Company’s expectations about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos 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 in the Company’s most recent Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission, and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements including: the timing and success of the proposed offer and acquisition of the Company by AMEC plc, the risk that the Company’s business will be adversely impacted during the pending proposed offer and acquisition of the Company by AMEC plc, benefits, effects or results of the Company’s redomestication to Switzerland, deterioration in global economic conditions, changes in investment by the oil and gas, oil refining, chemical/petrochemical and power generation industries, changes in the financial condition of its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, the changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to the Company’s global operations, currency fluctuations, war, terrorist attacks and/or natural disasters affecting facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company’s liability for damages and insurance coverage for asbestos exposure, protection and validity of the Company’s patents and other intellectual property rights, increasing global competition, compliance with its debt covenants, recoverability of claims against the Company’s customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its 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 the Company’s control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with or furnished to the Securities and Exchange Commission.
| Contacts: | | | |
| Media | Patti Landsperger | 908 713 2944 | E-mail: patti_landsperger@fwc.com |
| Investor Relations | Scott Lamb | 908-730-4155 | E-mail:scott_lamb@fwc.com |
| Other Inquiries | | 908-730-4000 | fw@fwc.com |
Important Information
THE COMPANY'S SHAREHOLDERS ARE URGED TO READ DOCUMENTS REGARDING THE PROPOSED DIVIDEND, INCLUDING THE COMPANY'S PROXY STATEMENT, WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
This announcement is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
Foster Wheeler and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed special dividend. Information about Foster Wheeler's directors and executive officers is available in the Company's Form 10-K for the year ended December 31, 2013, filed with the SEC onFebruary 27, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Investors and security holders will be able to obtain these documents (when available) free of charge at the SEC’s web site,www.sec.gov, after they have been filed. Any materials filed with the SEC may also be obtained without charge at the Company's website,www.fwc.com. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.
