Paris & Marseille, France, Friday November 4, 2011
Technip in exclusive negotiations with Cybernétix's reference shareholdersTechnip entered into exclusive negotiations with Cybernétix's reference shareholders to acquire all of their shares in Cybernétix, which represents 45.7% of the share capital for a price of €19 per share and would enable a:
friendly industrial partnership, with the strong support of Cybernétix's management and reference shareholders; and
strategic transaction for Technip, which would benefit from Cybernétix's know- how and technological expertise in designing, manufacturing and deployment of robotic systems in harsh environments.
On Thursday November 3, 2011, Technip received an exclusive commitment from Gilles Michel, its holding Askoad Conseil, Comex SA and Sercel Holding for the contemplated purchase of all of their interest in the share capital of Cybernétix SA (i.e., 45.7% of the share capital) at €19 per share, representing approximately €14.1 million for the sold blocks of shares.
This acquisition remains subject to the prior information and consultation of Cybernétix's employee representatives, who, on November 3, 2011, were convened to a consulting meeting to be held on November 14, 2011.
In the event that, on November 14, 2011, Cybernétix's employee representatives render their opinion on this acquisition and following the acquisition of the aforementioned blocks of shares, Technip, in the following days, would file a takeover bid project for all of the remaining Cybernétix shares at the same price of
€19 for each Cybernétix share in accordance with Fer nch market regulations.
This transaction will value 100% of Cybernétix shares at approximately €30.9 million. The proposed takeover bid will remain subject to the control of the French Autorité
des marchés financiers.
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About TechnipTechnip is a world leader in project management, engineering and construction for the energy industry.
From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 25,000 people are constantly offering the best solutions and most innovative technologies to meet the world's energy challenges.
Present in 48 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction.
Technip shares are listed on the NYSE Euronext Paris exchange (compartment A) and the USA over-the-counter (OTC) market in the form of American Depositary Receipts (ADR: TKPPK).
About CybernétixCybernétix is a world leader in robotics of complex systems in hostile environment. Created in 1985, the company relies on more than 150 engineers and technicians to answer business needs with strong competence in the fields of mechanics, electronics, automation, vision and data processing.
Cybernétix shares are listed on the NYSE Euronext Paris exchange (compartment
C).
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Technip Contacts:
Cybernétix Contacts:
Group website http://www.technip.com Group website http://www.cybernetix.fr Public RelationsChristophe Bélorgeot
Tel. +33 (0) 1 47 78 39 92
Floriane Lassalle-Massip
Tel. +33 (0) 1 47 78 32 79
E-mail: press@technip.com
Legal DepartmentValérie Foudriat
Tel. +33 (0) 4 91 21 77 88
E-mail: valerie.foudriat@cybernetix.fr
Investor and Analyst RelationsKimberly Stewart
Tel. +33 (0) 1 47 78 66 74
E-mail: kstewart@technip.com
Apollinaire Vandier
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Tel. +33 (0) 1 47 78 60 74
E-mail: avandier@technip.com
Safe Harbor:
This release contains both historical and forward-looking
statements. These forward-looking statements are not based on
historical facts, but rather reflect our current expectations
concerning future results and events and generally may be
identified by the use of forward-looking words such as
"believe", "aim", "expect", "anticipate", "intend",
"foresee", "likely", "should", "planned", "may","estimates",
"potential" or other similar words. Similarly, statements
that describe our objectives, plans or goals are or may be
forwardlooking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or
achievements to differ materially from the anticipated
results, performance or achievements expressed or implied by
these forward-looking statements. Risks that could cause
actual results to differ materially from the results
anticipated in the forward-looking statements include, among
other things: our ability to successfully continue to
originate and execute large services contracts, and
construction and project risks generally; the level of
production-related capital expenditure in the oil and gas
industry as well as other industries; currency fluctuations;
interest rate fluctuations; raw material (especially steel)
as well as maritime freight price fluctuations; the timing of
development of energy resources; armed conflict or political
instability in the Arabian-Persian Gulf, Africa or other
regions; the strength of competition; control of costs and
expenses; the reduced availability of government-sponsored
export financing; losses in one or more of our large
contracts; U.S. legislation relating to investments in Iran
or elsewhere where we seek to do business; changes in tax
legislation, rules, regulation or enforcement; intensified
price pressure by our competitors; severe weather conditions;
our ability to successfully keep pace with technology
changes; our ability to attract and retain qualified
personnel; the evolution, interpretation and uniform
application and enforcement of International Financial
Reporting Standards (IFRS), according to which we prepare our
financial statements; political and social stability in
developing countries; competition; supply chain bottlenecks;
the ability of our subcontractors to attract skilled labor;
the fact that our operations may cause the discharge of
hazardous substances, leading to significant environmental
remediation costs; our ability to manage and mitigate
logistical challenges due to underdeveloped infrastructure in
some countries where we are performing projects.
Some of these risk factors are set forth and discussed in
more detail in our Annual Report. Should one of these known
or unknown risks materialize, or should our underlying
assumptions prove incorrect, our future results could be
adversely affected, causing these results to differ
materially from those expressed in our forward- looking
statements. These factors are not necessarily all of the
important factors that could cause our actual results to
differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable
factors also could have material adverse effects on our
future results. The forward-looking statements included in
this release are made only as of the date of this release. We
cannot assure you that projected results or events will be
achieved. We do not intend, and do not assume any obligation
to update any industry information or forward looking
information set forth in this release to reflect subsequent
events or circumstances.
****
This presentation does not constitute an offer or invitation
to purchase any securities of Technip or Cybernétix in the
United States or any other jurisdiction. Securities may not
be offered or sold in the United States absent registration
or an exemption from registration. The information contained
in this presentation may not be relied upon in deciding
whether or not to acquire Technip or Cybernétix
securities.
This presentation is being furnished to you solely for your
information, and it may not be reproduced, redistributed or
published, directly or indirectly, in whole or in part, to
any other person. Non-compliance with
these restrictions may result in the violation of legal
restrictions of the United States or of other jurisdictions.
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