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Technip Merger Agreement
9 Months Ended
Sep. 30, 2011
Technip Merger Agreement [Abstract] 
Technip Merger Agreement

2. Technip Merger Agreement

On September 11, 2011, Global, Technip S.A. ("Technip"), and Apollon Merger Sub B, Inc., a wholly-owned subsidiary of Technip, ("Apollon") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Apollon will merge with and into Global (the "Merger") with Global surviving the Merger as a wholly-owned subsidiary of Technip. At the effective time of the Merger, each outstanding share of common stock of Global ("Common Stock") (other than shares in treasury of Global or owned by Technip, Apollon, or any of their affiliates) will be automatically cancelled and converted into the right to receive $8.00 in cash without interest (the "Merger Consideration"). In addition (a) each option to purchase shares of Common Stock (whether or not exercisable or vested, each a "Stock Option") will be converted into the right to receive, less applicable withholding taxes, an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Common Stock subject to the Stock Option by (ii) the number of shares of Common Stock the holder could have purchased (assuming full vesting of the Stock Option) had such holder exercised such option in full immediately prior to the effective time of the Merger, (b) each share of restricted stock will vest and be treated as a share of Common Stock entitled to receive the Merger Consideration, and (c) each performance stock unit with respect of Common Stock (a "Performance Unit") will be converted into the right to receive an amount in cash determined by multiplying (i) the Merger Consideration by (ii) the number of shares of Common Stock issuable pursuant to such Performance Unit assuming attainment of the target level of performance (or such other level of performance if provided for in the award agreement underlying such Performance Unit).

Consummation of the Merger is subject to customary conditions, including (a) approval of the Merger Agreement by Global's stockholders, (b) antitrust clearance in Mexico, (c) approval by the Committee on Foreign Investments in the United States under the Exon-Florio Amendment, as amended, and (d) the absence of any material adverse effect on Global's business. Moreover, each party's obligation to consummate the Merger is subject to certain other conditions, including the adoption of Global's amended and restated articles of incorporation by Golbal's shareholders to remove a limitation on the ownership of Common Stock by non-United States citizens, the accuracy of the other party's representations and warranties (subject to certain materiality qualifiers) and the other party's compliance with its covenants and agreements contained in the Merger Agreement (subject to certain materiality qualifiers).

While we cannot predict the exact timing of the effective time of the Merger or whether the Merger will be consummated, assuming timely satisfaction of necessary closing conditions, we anticipate that the Merger will be completed by or during the fourth quarter of 2011. The special meeting of Global's shareholders to consider and vote upon a proposal to adopt the Merger Agreement will he held on Wednesday, November 30, 2011.

Under the Merger Agreement, in certain circumstances, we could be required to pay a termination fee of $30.0 million to Technip if the Merger Agreement is terminated.