Foster Wheeler Ltd. revealed this week that its board of directors has unanimously approved the re-domestication of the company, from Bermuda to Switzerland.
Foster Wheeler’s shareholders will now be asked to vote in favour of the proposal, at a shareholders meeting expected to be scheduled for January 2009.
The company is targeting completion of the re-domestication in the first quarter of 2009, if approved by shareholders and subject to the approval of the Supreme Court of Bermuda (and satisfaction of certain other conditions described in the company’s proxy statement for the meeting of shareholders).
The move would see Foster Wheeler establish an office in Zug, Switzerland, while the company’s operations would continue to be conducted through existing subsidiaries and branch offices located around the world.
Operational headquarters would remain in Clinton, New Jersey.
Foster Wheeler’s Chairman and CEO, Raymond J. Milchovich, explained the proposed move, “Our planned change of our parent company’s place of incorporation from Bermuda to Switzerland would establish a corporation that is more centrally located within our area of worldwide operations, in a country with a stable and well-developed tax regime and a sophisticated financial and commercial environment.”
Under the proposed re-domestication, existing Foster Wheeler shares in the Bermuda company would be cancelled and the holders of these shares would receive Foster Wheeler shares in the Swiss corporation.
Assuming completion of the transaction, the Swiss corporation would continue to conduct the same business operations through its subsidiaries as conducted by the Bermuda company before the transaction.