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McDermott Completes Combination with CB&I

Source: 5/10/2018, Location: North America

McDermott International, Inc. has completed its combination with Chicago Bridge & Iron Company N.V. (CB&I), creating a premier, fully integrated provider of technology, engineering and construction solutions for the energy industry.

“This is an exciting day for McDermott,” said David Dickson, President and Chief Executive Officer of McDermott. “The combination of McDermott and CB&I brings together a global upstream and subsea engineering, procurement and construction company with an established downstream provider of industry-leading petrochemical, refining, power, gasification and gas processing technologies and solutions—creating a company that spans the entire value chain from concept to commissioning. Together, we have the integrated technology, engineering expertise, construction experience and global reach to design and build the energy infrastructure of the future.

“We are confident that the execution of our ‘One McDermott Way’ strategy will allow us to drive value for our stockholders and meet the continuously evolving needs of our customers.”

In accordance with the terms of the business combination agreement, and as a result of the approval by McDermott stockholders of the 3-to-1 reverse stock split resolution, CB&I shareholders will receive 0.82407 shares of McDermott common stock for each share of CB&I common stock tendered in the exchange offer. Each remaining share of CB&I common stock held by CB&I shareholders not acquired by McDermott in the exchange offer was effectively converted into the right to receive the same 0.82407 shares of McDermott common stock that will be paid in the exchange offer, together with cash in lieu of any fractional shares of McDermott common stock, less any applicable withholding taxes. As a result of the combination, CB&I common stock will no longer be listed on the New York Stock Exchange and will cease trading prior to the open of the market on May 11, 2018.

McDermott is a global leader with a complementary geographic portfolio and a strong presence in high-growth markets with a broad offshore upstream and downstream service offering and market leading technology portfolio. With more than 200 years of combined experience, McDermott has the depth of expertise and full range of innovative capabilities to help companies solve today’s problems while planning for the complex challenges of tomorrow from the wellhead to the storage tank.

As previously announced, David Dickson is President and CEO of McDermott and Gary P. Luquette will continue as Non-Executive Chairman of the Board of Directors.

The Board of Directors includes:
Forbes I. J. Alexander
Philippe Barril
John F. Bookout, III
David Dickson, President and Chief Executive Officer, Director
L. Richard Flury
Gary Luquette, Non-Executive Chairman of the Board
James H. Miller
William H. Schumann, III
Mary L. Shafer-Malicki
Marsha C. Williams
An Integrated Global Structure

Operating in more than 54 countries, McDermott’s locally focused and globally integrated resources include approximately 40,000 employees, including more than 5,000 engineers, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world.

McDermott will be organized by geographic areas—North, Central & South America; Europe, Africa, Russia & Caspian; Middle East & North Africa; and Asia Pacific—with an executive presence in each area, supported by Global Project Execution and Delivery functions, to drive operational excellence and deepen relationships with local customers. CB&I’s former technology business, now called Lummus Technology, will continue to operate as a distinct licensing, catalyst, engineering and after-market services business.

Industry Leading Technology Portfolio

McDermott is a leading licensor of proprietary petrochemicals, refining, gasification and gas processing technologies, and a supplier of proprietary catalysts and related engineering. These technologies are critical in the gasification of coal into syngas; the refining of crude oil into gasoline, diesel, jet fuel and lubricants; and the processing of natural gas into various chemicals and polymers. McDermott’s portfolio includes more than 100 licensed proprietary technologies, supported by more than 3,500 patents and patent applications.

McDermott is also innovating digital solutions for offshore projects that provide improved safety, quality and greater efficiency from project inception to decommissioning, and the industry’s first true digital twin. These innovations positively impact productivity, cross-functional collaboration and on-schedule delivery of complex projects.

Updated Company Presentation

McDermott has summarized its value drivers for customers and stockholders in an updated company presentation, which will be posted on the Investor Relations page of its website.

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