defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Soliciting Material Pursuant to § 240.14a-12 |
GLOBAL INDUSTRIES, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Chairman & Chief Executive Officer
Paris, September 12, 2011
Global Industries, Ltd.
To the attention of Mr. John Reed
Chief Executive Officer
11490 Westheimer, Suite 400
Houston, TX 77077
USA
Dear John,
We have announced this morning the combination of our two companies an exciting step for both
Global Industries and Technip. I believe it is very important at this time to set out clearly our
motivations at Technip for combining our businesses. By doing so, I hope also to communicate to
Global Industries employees our enthusiasm to work with them as we integrate our businesses.
Technips Subsea business is central to our strategy and ambitions. We have a leading position in
this market and annually deliver projects worth about US$4.0 billion safely and successfully -
for the best customers across our industry. We have been investing heavily in people,
technology, assets and capabilities and will continue to grow and expand our subsea presence.
From our discussions, I know that we share a common view of the Subsea market: it has great growth
potential, but projects are becoming larger, more complex and our clients more demanding, which
presents both of us with opportunities which a combination of our Companies can capture.
So what excites me about Global Industries? Your business is complementary to ours you have
strengths in different market and geographies. Your assets, notably your two new flagship vessels,
expand the type of work that we can undertake. Most of all, you have people who bring the skills
and know-how to deploy and utilize those assets and deliver great projects for our customers. I
believe we share a common approach to working a focus on safety, on efficient operations, on
delivering value-added engineering and project management with utmost respect for our clients and
our employees cultures. In short, I am most excited about the opportunity to welcome so many deeply
experienced employees from Global Industries, who will complement the skills of our team.
What can we at Technip bring to Global Industries? Global Industries stated ambition has been to
grow its business into larger, more complex projects. We at Technip have a track record, market
presence, engineering skills, proprietary technology, project management expertise and
complementary assets to put alongside your people and vessels to deliver cost-efficient solutions
to our customers. In addition we have the financial strength to pursue further investments to
grow our business thanks to a robust and balanced portfolio of activities which include Subsea,
Offshore and Onshore projects.
Chairman & Chief Executive Officer
I can understand that your employees will have many questions about Technip and our
intentions any business combination brings uncertainty. Between now and when the acquisition
is scheduled to close in early 2012, there are legal restrictions on what we can say and do
together. However, I will make three commitments for the interim period: first, to organize a
visit by a senior member of Technips management team to as many Global Industries sites and
offices as possible in the next couple of weeks; second, to put in place integration teams
combining people from both Technip and Global Industries to define and jointly execute the
integration of our businesses, third; to continue openly and transparently communicating about
the merger progress. This process will help us build a common culture based on integrity, mutual
respect, teamwork and merit.
In the meantime, both companies have work to execute and to win, and it is vital that our teams
remain focused on our customers satisfaction and on projects execution.
In closing, I will state with confidence that the Technip/Global Industries combination is a
compelling proposition for our respective employees, customers and shareholders and I look forward
to working with you to make it a shared success. I would like to ask that you make this letter
available to your employees worldwide it is my sincere hope that it transmits to them the
enthusiasm that you and I share for the agreement that we announced this morning.
Yours sincerely,
Thierry Pilenko
Important Additional Information Will Be Filed with the SEC
In connection with the proposed transaction, the Company intends to file a proxy statement and
other relevant documents concerning the transaction with the
Securities and Exchange Commission (the "SEC") . COMPANY STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The
proxy statement and other documents incorporated by reference in the proxy statement will be
available free of charge at the SECs website at www.sec.gov or by directing a request to Global
Industries, Ltd., 11490 Westheimer, Suite 400, Houston, Texas 77077, Attention: Secretary.
The Company and its directors and officers may be deemed participants in the solicitation of
proxies in connection with the proposed transaction. Information about the directors and executive
officers of the Company is set forth in the Companys most recent definitive proxy statement, which
was filed with the SEC on April 5, 2011. Certain directors and executive officers of the Company
may have direct or indirect interests in the proposed transaction that may be different from those
of the Companys stockholders generally. Investors may obtain additional information regarding such
interests by reading the proxy statement and other relevant documents that the Company will file
with the SEC when they become available.