DEFA14A 1 dp26554_defa14a.htm FORM DEFA14A
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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Carlyss Visit


[GRAPHIC OMITTED]

October 3rd, 2011
                                                                         Technip
                                                                take it further.
                                                                               1
 
 

 
 

Carlyss Visit


1.      Technip

        1.       Company overview
        2.       Subsea Capabilities
        3.       North America business unit

2.      Global / Technip Integration
                                                                               2
 
 

 
 

Carlyss Visit

Technip Overview
                                                                               3
 
 

 
 

Our Business and Key Figures

o    With engineering, technologies and project management, on land and at sea,
     safely and successfully delivering the best solutions for our clients in
     the energy business

o    A regular workforce of 25,000 in 48 countries

o    Industrial assets on all continents, a fleet of 18 operational vessels (2
     others under construction)

o    2010 revenue: (euro) 6.1 billion (~ $8.5 billion USD)

o    2010 operational margin: 10.2%

                               [GRAPHIC OMITTED]

Energy is at the core of Technip
                                                                               4
 
 

 
 

Our Focus on HSE

o    The top priority
o    Objective of zero incidents and injuries
o    Integrated at a contract stage
o    Training


"I want Technip to become the reference company for Health, Safety and the
Environment."                        Thierry Pilenko, Chairman and CEO
                                                                               5
 
 

 
 

Our People are our critical assets

o Effectively manage talent

o Harmonized human resources processes through the world (HR Without Borders)

o Foster mobility in its 3 dimensions
  (geographic, functional and segmental)

o Train people and develop skills through
  Technip University

o Promote diversity
    o 104 nationalities represented in the Group


Our priority: develop talent pools worldwide and offer them exactly the same
opportunities, regardless of countries or background
                                                                               6
 
 

 
 

Our 3 Segments for One Technip

Subsea
------
  o Design, manufacture and supply of deepwater flexible and rigid pipelines,
    umbilicals, and riser systems

  o Subsea construction and pipeline installation services

  o Five state-of-the-art flexible pipe and umbilical manufacturing plants

  o Four spoolbases for reeled pipeline assembly

  o A constantly evolving fleet strategically deployed in the world's major
    offshore markets

Offshore
--------
o Engineering and fabrication of fixed platforms for shallow waters (TPG 500,
  Unideck(R))

o Engineering and fabrication of floating platforms for deep waters (Spar,
  semi-submersible platforms, FPSO)

o Leadership in floatover technology

o Floating Liquefied Natural Gas (FLNG)

o Management of construction yards

Onshore
-------
o Gas treatment and liquefaction (LNG), Gas-to-Liquids (GTL)

o Oil refining (refining, hydrogen and sulphur units)

o Onshore pipelines

o Petrochemicals (ethylene, aromatics, olefins, polymers, fertilizers)

o Biofuel and renewable energies

o Non-oil activities (principally in life sciences, metals and mining,
  construction)


The best solutions across the value chain
                                                                               7
 
 

 
 

Our Worldwide Footprint

                               [GRAPHIC OMITTED]

                                                                               8
 
 

 
 

A Growing and balanced backlog

                               [GRAPHIC OMITTED]

                                                                               9
 
 

 
 

Subseq Capabilities

                                [GRAPHIC OMITTED]

                                                                              10
 
 

 
 

Technip Subsea Segment

Products
--------
[GRAPHIC OMITTED]
Flexible Pipes

[GRAPHIC OMITTED]
Rigid Pipelines

[GRAPHIC OMITTED]
Umbilicals

Architecture and Engineering
----------------------------
[GRAPHIC OMITTED]

Services
--------
[GRAPHIC OMITTED]
Installation
and Construction

[GRAPHIC OMITTED]
Pipelaying

[GRAPHIC OMITTED]
Inspection, Repair and Maintenance
                                                                              11
 
 

 
 

Our Fleet

                               [GRAPHIC OMITTED]

Vessels under construction
                                                                              12
 
 

 
 

Technip Flexible Pipe Manufacturing Plants

Asiaflex Products
(Tanjung Langsat, Malaysia)
Workforce: nearly 200
Flexible pipe capacity: 150 km

Flexi France
(Le Trait, France)
Workforce: 1,000
Flexible pipe capacity: 480 km

Flexibras
(Vitoria, Brazil)
Workforce: 1,200
Flexible pipe capacity: 380 km
                                                                              13
 
 

 
 

Technip Umbilicals Manufacturing Plants

Duco Ltd (Newcastle, UK)
Workforce: 350
Steel/plastic umbilical
capacity: 300 km

Asiaflex Products (Tanjung Langsat,
Malaysia)
Workforce: nearly 200

Duco Inc
(Houston, US)
Workforce: 90
Steel umbilical capacity:
300 km

Angoflex
Lobito, Angola)
Steel umbilical capacity:
100 km
                                                                              14
 
 

 
 

Technip Spoolbases

                               [GRAPHIC OMITTED]

                                                                              15
 
 

 
 

Technip in North America

                               [GRAPHIC OMITTED]

                                                                              16
 
 

 
 

North America Region

o 2,500 people dedicated to Subsea, Offshore and Onshore segments

o Headquarter: Houston, Texas

o Reporting centers in Calgary, Claremont, Mobile, Channelview, Mobile,
  Monterrey, Port of Spain and Pori Finland fabrication yard

o A diversified and well-balanced portfolio of businesses
                                                                              17
 
 

 
 

North America Region - Key Clients and Projects

Subsea      Offshore      Onshore       Recent Project Examples

                                        Onshore environmental projects, Marine Well
                                        Containment Systems

   v           v                        Perdido, Princess

   v           v            v           Thunderhorse

   v           v            v           Tahiti

   v           v            v           Cascade/Chinook

                                        Shenzi

   v                                    Mirage

   v                                    Bass Lite

                            v           St Charles, Port Arthur

                            v           Baton Rouge, Garyville

   v           v                        Jack St Malo, Lucius

                                                                              18
 
 

 
 

Global / Technip Integration

                                                                              19
 
 

 
 

Legal Do's and Don'ts

o    Antitrust Requirements - until the deal has closed, Technip and Global must
     continue to: (1) compete; and (2) make independent business decisions.

o    Significant risk of delay in antitrust clearance and substantial fines for
     failure to observe.

     o    Integration planning is permissible; but implementation is not
          permitted

     o    Continuum of antitrust risk in integration planning
          o    Least risky -- back office, IT, other support functions
          o    Most risky -- forward, customer facing functions -- sales,
               marketing, strategic planning

                                                                              20
 
 

 
 

Legal Do's and Don'ts

DON'Ts:

o Technip cannot direct the business activities of Global
   o We can not require the review/consent to Globalos ordinary course contracts
   o We can not engage in joint bidding, joint negotiations, or joint sales calls
     with customers, outside of the ordinary course of business and/or without
     involvement of Legal

o Parties cannot stop competing, attempt to "manage" competition or "steer"
  customers pending closing

o Cannot transfer business assets between the companies

o Cannot discuss or exchange competitively sensitive information

o Cannot hold joint meetings to discuss:
   o Pricing
   o Marketing
   o Customers or competition
   o Other core activities where we are in competition
                                                                              21
 
 

 
 

Legal Do's and Don'ts

DO's:

o Can conduct joint meetings if we are in a pre-existing commercial alliance

o Can inform particular employees that they will be retained after closing

o Can issue "future organization charts" that are subject to closing

o Can negotiate packages for future employees subject to closing

o Can hold meetings where we describe our current business activities and how
  we see future integration subject to closing. This applies also to working
  methodology and technical issues so long as they are subject to closing

                                                                              22
 
 

 
 

Integration Team 10 + 10

Disciplines
Team Leader
Leadership support
Fleet and Operations: Fleet
                      Operations
Business Development
HSE and Quality
Finance
Legal
MIS
Human Resources
Process support

Global
-
John Sprot
-
Grant Johnson
Matt Osborne
Emiliano Pescador
Tim Chetwynd
Kim Craig
Jim Wynn
Sven Feldhaus
Jamie Hinch
Luis Rey

Technip
Deanna Goodwin
-
Carl Holmen
  Ian McCall
  David McGuire
Scott Munro
Audrey Brown
Franck Topalian
John Freeman
Sandra Barnett
Steve Allen
-
                                                                              23
 
 

 
 

Integration Objectives (post-closing)

1.      Retain the talent and capabilities of Global Industries.

2.      Build quality back-log of projects.

3.      Reinforce leadership in Subsea (increase Technipos current addressable
        market in subsea by 30%).

4.      Achieve a break-even result in 2012.

5.      Achieve the cost-savings target ($30 million in 2013).

6.      Achieve the long-term target ROCE of 15%.
                                                                              24
 
 

 
 

Phases of the Integration Process

                               [GRAPHIC OMITTED]

                                                                              25
 
 

 
 

Near-term plans: October 2011
October Objective: Gain a common understanding

                               [GRAPHIC OMITTED]

                                                                              26
 
 

 
 

Integration Summary

1.      Retain the capabilities = focus on the people.

2.      We must follow the legal doos and donots.

3.      Our first step is to gain a better understanding of how we each
        currently operate.

4.      Next we will create a "common sense" plan.

        o        Based on the facts, involving as many people as practical
        o        Focused on the objectives, and
        o        Considering the long-term.
        As soon as possible!!

5.      Donot lose or break anything.


(All subject to closing)
                                                                              27
 
 

 
 

SEC Filing legend

In connection with the proposed transaction, Global Industries will file a proxy
statement and other relevant documents with the SEC. Before making any voting
decisions, investors and security holders of Global Industries are urged to read
the proxy statement carefully and in its entirety when it becomes available and
any other relevant documents filed with the SEC because they will contain
important information. Investors and security holders will be able to obtain
these documents free of charge at the website maintained by the SEC at In
addition, documents filed with the SEC by Global Industries are available free
of charge by writing Global Industries at the following address: Global
Industries, 8000 Global Industries, 8000 Global Drive, Carlyss Louisiana 70665,
Attention: Investor Relations. Documents filed with the SEC by Technip are
available free of charge from Technip s website at
http://investors-en.technip.com.
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QUESTIONS

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