Cash Transaction Now Would Be Valued at $337 Million
Transaction Expected to be Accretive to URS’ GAAP EPS in Fiscal 2011
URS Corporation (NYSE: URS) today announced the terms of an increased
offer to acquire Scott Wilson Group plc. (LSE: SWG), a U.K.-based
integrated design and infrastructure engineering consultancy. Under the
terms of the increased offer, which has been recommended unanimously by
the Scott Wilson Board of Directors, shareholders of Scott Wilson would
receive 290 pence in cash for each Scott Wilson share, which values the
entire issued and to be issued share capital at approximately £223
million, or $337 million.1
The proposed acquisition with Scott Wilson would significantly expand
URS’ infrastructure capabilities in the United Kingdom across a range of
long-term growth markets, including rail and transit, transportation
infrastructure, and ports and harbors. Scott Wilson also would augment
URS’ global footprint in a complementary manner and accelerate the
Company’s international growth in other key markets such as China and
India.
Martin M. Koffel, Chairman and Chief Executive Officer of URS, said, “We
are pleased to have reached agreement with the Scott Wilson board on an
increased offer for the company. We continue to believe that the
combination of URS and Scott Wilson will create a global business with
the financial resources to invest in further growth for the benefit of
the enlarged group’s clients and employees.”
URS expects that the transaction would be accretive to earnings per
share in fiscal year 2011 on a GAAP basis. URS continues to expect that
the transaction will have no significant impact on its fiscal year 2010
results. URS will finance the increased offer from its existing cash
resources.
DC Advisory Partners (lead) and Citi are acting as financial advisors to
URS and Cooley LLP and Ashurst LLP serves as URS’ legal counsel.
About URS Corporation
URS Corporation (NYSE: URS) is a leading provider of engineering,
construction and technical services for public agencies and private
sector companies around the world. The company offers a full range of
program management; planning, design and engineering; systems
engineering and technical assistance; construction and construction
management; operations and maintenance; and decommissioning and closure
services. URS provides services for power, infrastructure, industrial
and commercial, and federal projects and programs. URS Corporation has
approximately 42,000 employees in a network of offices in more than 30
countries (www.urscorp.com).
Forward-Looking Statements
Statements contained in this press release that are not historical facts
may constitute forward-looking statements, including statements relating
to the anticipated closing and benefits of the acquisition, including
future financial and earnings impact, future business opportunities,
future capabilities and expertise, future competitive positioning, the
expected closing of the acquisition and future economic and industry
conditions. We believe that our expectations are reasonable and are
based on reasonable assumptions; however, we caution you against relying
on any of our forward-looking statements as such forward-looking
statements by their nature involve risks and uncertainties. A variety of
factors, including but not limited to the following, could cause our
business and financial results, as well as the timing of events, to
differ materially from those expressed or implied in our forward-looking
statements: whether Scott Wilson shareholders will approve the
acquisition; whether and when approval of the UK court and other
required regulatory approvals will be obtained; whether another bidder
may make a superior offer for Scott Wilson; whether any of the
anticipated benefits of the acquisition will be realized; potential
difficulties that may be encountered in integrating the businesses,
economic weakness and declines in client spending; changes in our book
of business; our compliance with government contract procurement
regulations; employee, agent or partner misconduct; our ability to
procure government contracts; liabilities for pending and future
litigation; environmental liabilities; availability of bonding and
insurance; our reliance on government appropriations; unilateral
termination provisions in government contracts; our ability to make
accurate estimates and assumptions; our accounting policies; workforce
utilization; our and our partners' ability to bid on, win, perform and
renew contracts and projects; liquidated damages; our dependence on
partners, subcontractors and suppliers; customer payment defaults; our
ability to recover on claims; impact of target and fixed priced contract
on earnings; the inherent dangers at our project sites; impairment of
our goodwill; the impact of changes in laws and regulations; nuclear
indemnifications and insurance; a decline in defense spending; industry
competition; our ability to attract and retain key individuals;
retirement plan obligations; our leveraged position and the ability to
service our debt; restrictive covenants in our credit agreement; risks
associated with international operations; business activities in high
security risk countries; third-party software risks; natural and
man-made disaster risks; our relationships with labor unions; our
ability to protect our intellectual property rights; anti-takeover risks
and other factors discussed more fully in our Form 10-Q for the period
ended April 2, 2010 as well as in other reports subsequently filed from
time to time with the United States Securities and Exchange Commission.
The forward-looking statements represent our current expectations and
intentions as of the date on which made and we assume no obligation to
revise or update any forward-looking statements.
1 USD figures based on an exchange rate of 1.51 GBP per 1 USD.
CONTACT: URS Corporation
Sam Ramraj, 415-774-2700
Vice President, Investor Relations
or
Sard Verbinnen & Co
Hugh Burns/Jamie Tully/Briana Kelly/Meghan Stafford
212-687-8080
or
Citigate Dewe Rogerson, London
Patrick Donovan/Grant Ringshaw/Toby Mountford
+44 (0) 207 638 9571