Waiver of Certain Conditions under Business Combination Agreement among FMC Technologies, TechnipFMC Limited, and Technip S.A.
FMC Technologies, TechnipFMC Limited, and Technip S.A. have agreed to waive specific conditions in their existing Business Combination Agreement dated June 14, 2016. This waiver, effective December 14, 2016, removes certain requirements that would otherwise need to be met before completing their business combination, while confirming that all other terms of the original agreement remain unchanged and in effect. The waiver becomes binding once all parties sign and return the letter.
Exhibit 2.3
| Execution Version |  |
December 14, 2016
Technip S.A.
89 Avenue de la Grande Armée
75016 Paris, France
Attention: Group General Counsel
| RE: | Business Combination Agreement Waiver of Certain Conditions |
Dear Mr. Freeman:
Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of June 14, 2016, by and among FMC Technologies, Inc., a Delaware corporation, TechnipFMC Limited (f/k/a FMC Technologies SIS Limited), a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI, and Technip S.A., a French société anonyme. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the BCA.
In accordance with Section 8.3(d) of the BCA, each party to this letter agreement irrevocably waives the conditions set forth in Section 6.1(b)(i) of the BCA, the second sentence of Section 6.1(d) of the BCA and Section 6.1(i) of the BCA (solely for purposes of Section 6.1 and without limiting FMCTI’s obligations to consummate the Preliminary Transactions as described in Section 5.16(a) of the FMCTI Disclosure Letter). Except as provided herein, the BCA is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.
(signature page follows)
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Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement among the parties to the BCA.
| Very truly yours, | ||
| FMC TECHNOLOGIES, INC. | ||
| By: | /s/ Dianne B. Ralston | |
| Name: | Dianne Ralston | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
| TECHNIPFMC LIMITED | ||
| By: | /s/ Peder M. Brøndmo | |
| Name: | Peder M. Brøndmo | |
| Title: | Alternate Director | |
Accepted and agreed as of
the date first written above:
| TECHNIP S.A. | ||
| By: | /s/ John Freeman | |
| Name: | John Freeman | |
| Title: | Group General Counsel | |
| CC: | Davis Polk & Wardwell LLP |
