Technip SA (ENXTPA:TEC) entered into a memorandum of understanding to acquire FMC Technologies, Inc. (NYSE:FTI) for €4.5 billion in a merger of equals transaction on May 18, 2016. Technip SA (ENXTPA:TEC) signed a definitive business combination agreement to acquire FMC Technologies, Inc. (NYSE:FTI) on June 14, 2016. Under the terms of the transaction, the two companies will merge to form a new combined entity to be called TechnipFMC. Technip shareholders will receive two shares of TechnipFMC for each share of Technip, and FMC Technologies shareholders will receive one share of the new company for each share of FMC Technologies. Based on the respective capitalization of Technip and FMC Technologies as of the date hereof, following consummation of the mergers, former Technip stockholders will own approximately 50.9% of TechnipFMC and former stockholders of FMC Technologies will own approximately 49.1% on a fully diluted basis. FMC Technologies may be required to pay Technip a termination fee of $250 million (€221.64 million), and under other circumstances, including if the MOU is terminated because the Technip board of directors changes its recommendation with respect to the proposed transaction, Technip will be required to pay FMC a termination fee of $250 million (€221.64 million). Technip Chairman and Chief Executive Officer, Thierry Pilenko, will serve as Executive Chairman of TechnipFMC's Board of Directors. Doug Pferdehirt, currently FMC Technologies' President and Chief Operating Officer, will serve as Chief Executive Officer of TechnipFMC. FMC Technologies announced on May 9, 2016 that Doug Pferdehirt will be appointed as Chief Executive Officer (‘CEO’) of FMC Technologies effective September 1, 2016.The Board of Directors will consist of seven members designated by FMC Technologies, including Doug Pferdehirt, and seven members designated by Technip, including Thierry Pilenko. The TechnipFMC senior management team will include executives from both companies. TechnipFMC will have its operational headquarters in Paris, France, (where the Executive Chairman will have his principal office), in Houston, Texas, USA (where the CEO will have his principal office) and in London, United Kingdom. Upon closing, TechnipFMC shares will trade on the New York Stock Exchange and on the Paris Euronext Stock Exchange. Subject to completion of certain employee consultation procedures required under applicable law and certain other customary conditions, the parties to the MOU will enter into a definitive business combination agreement. The employee consultation period ends on the earlier of the date on which the final opinion is rendered or deemed rendered by the applicable works councils and September 30, 2016. The transaction is subject to the approval of both Technip and FMC Technologies shareholders and Board of Directors, clearance from certain competition and foreign investment authorities in the areas where the companies operate, including the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance from the French Ministry for Economy, Industry and the Digital Sector, the absence of any law, injunction, order or other judgment prohibiting the mergers, effectiveness of a registration statement for the shares to be issued in the mergers and approval of an admissions prospectus by a competent regulator in the United Kingdom or France relating to such shares, NYSE and Euronext listing approval for shares, the expiration of a one-month Technip creditor opposition period, subject to customary materiality exceptions, the accuracy of the other party’s representations and warranties and performance by the other party of its obligations under the business combination agreement, delivery of pre-merger compliance certificates to the High Court of England and Wales and the Registrar of Companies in Paris, regulatory approvals and consents, as well as other customary closing conditions. Technip shall have received the opinion of Darrois, Villey Maillot Brochier to the effect that the Technip merger will qualify for the Technip Intended French Tax Treatment. Technip Board recommended that the Technip stockholders approve the merger. The deal has been approved unanimously by Board of both FMC and Technip. The special meeting of stockholders of FMC Technologies will held on December 5, 2016. The deal is expected to close early in 2017. As of June 27, 2016, Technip and FMC Technologies announced that the pending merger transaction between the companies has received an early decision from the United States antitrust regulators under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of November 23, 2016, European Commission under Council Regulation approved the transaction. As of December 1, 2016, the deal is approved by the Brazil's antitrust regulator Cade. Cade's decision is subject to a 15-day waiting period. The merger has already been cleared by regulators in the US, the EU, India, Turkey, Mexico and Russia, but still needs approval from the companies' respective shareholders and other antitrust authorities. The shareholder votes will be held on December 5, 2017. As on December 5, 2016, shareholders of FMC Technologies and Technip approve the transaction. As on December 21, 2016, Chancery Division of the High Court of Justice of England and Wales approved the acquisition. As of January 16, 2017, AMF approved the transaction. The transaction is expected to close on January 16, 2017. Goldman Sachs and François Henrot, François Audran, Charles Mussat, Elsa Fraysse, Anne-Laure Kiechel and Edoardo Fassati of Rothschild are acting as financial advisors and Jean-Michel Darrois, Bertrand Cardi, Benjamin Burman, Damien Catoir, Christopher Grey, Romain Querenet de Breville, Vincent Agulhon, Zoé Attali, Henri Savoie, Patrick Mêle, Guillaume Griffart of Darrois Villey Maillot Brochier and William H. Aaronson, Jacques Naquet-Radiguet, Brian Wolfe, Juliette Loget, Robert F. Smith, Abeba Negga, Stéphane Daniel, Will Pearce, John Banes, Jeffrey P. Crandall, Travis Triano, David H. Schnabel and Aaron M. Weil of Davis Polk & Wardwell LLP are serving as legal counsel to Technip. Evercore Group and Patrick Perreault, Alexandre Courbon and Brian Thom of SG Americas Securities, LLC are acting as financial advisors and Mark D. Gerstein, Bradley C. Faris, Christopher Drewry, Patrick Laporte, Richard Butterwick, Douglas Greenburg, Nicholas DeNovio, Robin Struve of Latham & Watkins LLP is serving as legal counsel to FMC Technologies. John Freeman acted as legal advisor for Technip. Dianne Ralston, Mark Wolf and Lisa Wang acted as legal advisor for FMC Technologies. HSBC acted as financial advisor for Bpifrance, shareholder of Technip. Stephen M. Kotran, Olivier de Vilmorin and Nicolas Karmin of Sullivan & Cromwell LLP acted as legal advisors to Goldman Sachs and Rothschild. Clifford Chance acted as legal advisor for Technip. MacKenzie Partners acted as information agent for FMC Technologies and expected to receive fee in an amount not to exceed $20,000 (€17,731) in the aggregate. Evercore is entitled to receive an opinion fee of $6.5 million (€5.76 million), which was paid upon delivery of its opinion to the FMC Technologies board of directors. In addition, Evercore is entitled to receive a success fee of an additional $26 million (€23.05 million) which will be on completion. Technip has agreed to pay Goldman Sachs a transaction fee of up to €20.5 million, €3 million of which is payable upon announcement of the Mergers and the most significant portion of the remainder being contingent on closing. Rothschild will paid a fee of up to €16.5 million from Technip for its services, up to €2.5 million of which is payable upon announcement of the transaction and the remainder being contingent on closing. Currency conversions were done through www.oanda.com as of May 19, 2016. Technip SA (ENXTPA:TEC) completed the acquisition of FMC Technologies, Inc. (NYSE:FTI) in a merger of equals transaction on January 16, 2017. Jason Cruise, Michael Egge & Lars Kjølbye of Latham & Watkins LLP is serving as legal counsel to FMC Technologies