Attached files
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D. C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 28, 2010
URS
CORPORATION
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation)
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1-7567
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94-1381538
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(Commission
File No.)
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(IRS
Employer Identification No.)
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600
Montgomery Street, 26th
Floor
San
Francisco, California 94111-2728
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (415) 774-2700
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
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1.01
Entry into a Material Definitive
Agreement.
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On June
28, 2010, URS Corporation (“URS”) and Universe Bidco Limited, a wholly-owned
subsidiary of URS (“Bidco”), announced the terms of a recommended cash offer
pursuant to Rule 2.5 of the United Kingdom City Code on Takeovers and Mergers
(the “Offer”) to acquire Scott Wilson Group plc. (“Scott Wilson”), a U.K.-based
infrastructure engineering and design firm. Under the
terms of the Offer, Bidco will offer to purchase all of the shares of Scott
Wilson for approximately £161 million, or approximately $242 million. Each
shareholder of Scott Wilson may elect to receive £2.10 per share in cash or a
loan note for the same cash value guaranteed by URS. The parties also entered
into an Implementation Agreement containing obligations regarding the conduct of
Scott Wilson prior to the approval of the Offer, the recommendation of the Offer
by Scott Wilson’s directors and other matters. In addition, Scott Wilson has
given URS rights to match any superior offer, as well as a break-up fee payable
to URS equal to 1% of the offer price if Scott Wilson's directors withdraw their
recommendation of the Offer and Scott Wilson is acquired by another
bidder. The transaction was unanimously approved by both URS’
and Scott Wilson’s Board of Directors.
Both
parties intend that the Offer will be structured as a
court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the
United Kingdom Companies Act 2006 (the “2006 Act”), including an associated
capital reduction (the “Capital Reduction”). The Offer will be subject to a
number of customary terms and conditions, including regulatory and
other clearances, authorizations and approvals, among them approval of the U.K.
courts and regulators in various jurisdictions as well as two separate approvals
of the Scott Wilson shareholders. More specifically, at a Scott
Wilson shareholders’ meeting convened pursuant to an order of the High Court of
Justice in England and Wales (the “Court Meeting”) (or at any adjournment
thereof), the Scheme must be approved by a majority in number of the holders of
Scott Wilson shares (or any relevant class or classes thereof), present and
voting either in person or by proxy, representing 75% or more in value of the
Scott Wilson shares voted by those Scott Wilson shareholders. In addition, at a
general meeting of the Scott Wilson shareholders in connection with the Scheme
(the “General Meeting”), a special resolution implementing the Scheme and
approving the associated Capital Reduction and related amendments to
the Scott Wilson articles of association must be passed by the holders
of Scott Wilson shares representing not less than 75% of the votes
cast. Implementation of the Scheme and confirmation of the Capital
Reduction will also require the sanction of the High Court of Justice in England
and Wales. There can be no assurance that these approvals, authorizations or
clearances, or any of them, will be obtained, that the other conditions to the
Offer will be satisfied, that the Offer will be accepted over any competing
offers, that the acquisition will be completed on these terms or at all or, if
completed, that URS will realize any of the anticipated benefits of the
transaction.
The
foregoing description of the Offer is qualified in its entirety by reference to
the full text of the Offer and the Implementation Agreement, which are filed as
exhibits to this report and are incorporated into this report by
reference. The Offer and the Implementation Agreement, which have
been included to provide investors with information regarding their respective
terms, contain assurances and confirmations of each of URS, Scott Wilson and
Bidco, are not intended to provide any other factual information about URS,
Scott Wilson or Bidco. The assertions embodied in those assurances and
confirmations were made for purposes of the various documents and are subject to
qualifications and limitations agreed to by the respective parties in connection
with negotiating their respective terms. In addition, certain assurances and
confirmations were made as of a specific date, may be subject to a contractual
standard of materiality different from the standard of what might be viewed as
material to stockholders, or may have been used for purposes of allocating risk
between the respective parties rather than establishing matters as facts.
Accordingly, you should not rely on the assurances and confirmations in these
documents as characterizations of the actual state of facts about URS, Scott
Wilson or Bidco.
Item
7.01. Regulation FD Disclosure.
URS
issued a joint press release and held an investor presentation on June 28, 2010,
announcing the terms of the Offer. A copy of the press release,
entitled “URS Acquisition Offer Recommended By Scott Wilson,” is furnished as
Exhibit 99.1 to this Form 8-K pursuant to Item 7.01. A copy
of the investor presentation, entitled “URS Acquisition of Scott Wilson,” is
furnished as Exhibit 99.2 to this Form 8-K pursuant to
Item 7.01. Exhibits 99.1 and 99.2 attached hereto shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, irrespective of any general
incorporation language.
Forward-Looking
Statements
Statements
contained herein that are not historical facts may constitute forward-looking
statements, including statements relating to the timing and satisfaction of any
conditions to completion of the acquisition, as well as other acquisition terms
and 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: the risk that Scott
Wilson shareholders will not approve the Scheme; the associated Capital
Reduction and related matters; the risk that the approval of the U.K. High Court
and other required regulatory approvals and clearances will not be obtained on a
timely basis or at all; the risk that an offers by another bidder will
ultimately be deemed to be superior to the Offer by Bidco or be
recommended by the Scott Wilson directors in lieu of the
Bidco Offer; 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 intentions as of the date on which they were made and we assume no
obligation to revise or update any forward-looking statements.
Important
Acquisition Information
The
transaction is proposed to be made by means of Scheme of Arrangement under the
U.K. City Code on Takeovers and Mergers. The Scheme is not subject to
the tender offer or proxy rules under the United States Securities Exchange Act
of 1934, as amended. Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable to schemes of under the
U.K. City Code, which differ from the requirements of the United States tender
offer and proxy rules.
No
Offer or Solicitation
This Form
8-K is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law.
Item 9.01. Financial Statements
and Exhibits.
(c) Exhibits
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, URS has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| URS CORPORATION | |||
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Dated:
June 29, 2010
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By:
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/s/ Reed N. Brimhall | |
| Reed N. Brimhall | |||
| Vice President, Controller and Chief Accounting Officer | |||
EXHIBIT
INDEX
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Description
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Recommended
Cash Offer for Scott Wilson Group plc by Universe Bidco Limited,
dated as of June 28, 2010.
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Implementation
Agreement between Universe Bidco Limited, URS Corporation and Scott Wilson
Group plc., dated as June 28, 2010.
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Joint
Press Release, dated June 28, 2010, entitled “URS Acquisition Offer
Recommended By Scott Wilson.”
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Investor
Presentation dated June 28, 2010 entitled “URS Acquisition of Scott
Wilson.”
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