Foster Wheeler has unanimously approved the redomestication of the company from Bermuda to Switzerland.
Foster Wheeler's shareholders will be asked to vote in favor of the proposal at a shareholders meeting expected to be scheduled for January 2009. If approved by shareholders, and subject to the approval of the Supreme Court of Bermuda and satisfaction of certain other conditions described in the company's proxy statement for the meeting of shareholders, Foster Wheeler is targeting completion of the redomestication in the first quarter of 2009.
In connection with the redomestication, Foster Wheeler would establish an office in Zug, Switzerland. Foster Wheeler's operations would continue to be conducted through existing subsidiaries and their branch offices, which are located around the world. Foster Wheeler would continue to maintain its operational headquarters in Clinton, New Jersey.
Foster Wheeler's Chairman and Chief Executive Officer, Raymond J. Milchovich, said, "Our planned change of our parent company's place of incorporation from Bermuda to Switzerland would establish a corporation that is more centrally located within our area of worldwide operations in a country with a stable and well-developed tax regime and a sophisticated financial and commercial environment."
Under the proposed redomestication, existing Foster Wheeler shares in the Bermuda company would be cancelled and the holders of these shares would receive Foster Wheeler shares in the Swiss corporation.
Except to the extent that shareholders receive cash in lieu of fractional shares, the number of shares outstanding - and the relative economic interest of common shareholders in Foster Wheeler - would be unchanged, taking into account the currently outstanding Foster Wheeler convertible preferred shares.
Assuming the completion of the transaction, the Swiss corporation would continue to conduct the same business operations through its subsidiaries as conducted by the Bermuda company before the transaction. Assuming completion of the redomestication, Foster Wheeler shares of the Swiss corporation would be listed on the NASDAQ Global Select Market under the symbol "FWLT," the same symbol under which Foster Wheeler common shares are currently listed.
Similarly, the company would remain subject to the U.S. Securities and Exchange Commission (SEC) reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of NASDAQ.
In addition, the company would continue to report its consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles. Full details of the redomestication, and the associated benefits and risks, are provided in the company's preliminary proxy statement, to be filed today with the U.S. Securities and Exchange Commission, with respect to the special court-ordered meeting of shareholders.
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