Attached files
Exhibit 99.1
URS
ACQUISITION OFFER RECOMMENDED BY SCOTT WILSON
$242
Million Cash Transaction Significantly Expands URS’ Presence in
U.K.
Infrastructure Market and Deepens Worldwide Capabilities
Transaction
Expected to be Accretive to URS’ GAAP EPS in Fiscal 2011
SAN FRANCISCO, CA – June 28,
2010 – URS Corporation (NYSE: URS) and Scott Wilson Group plc. (LSE:
SWG), the U.K.-based integrated design and infrastructure engineering
consultancy, today announced the terms of a recommended offer for URS to acquire
Scott Wilson. The proposed acquisition, which has been unanimously
recommended by the board of Scott Wilson, will 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. The proposed acquisition also will enhance URS’
worldwide capabilities outside of the U.K. Upon completion of the
transaction, URS will have an expanded global presence to support the extensive
global client base of the combined group.
Scott
Wilson has more than 5,500 employees and a network of 80 offices around the
world, including offices in key regional centers such as London, Hong Kong, New
Delhi, Warsaw and Dubai. In the company’s 2010 fiscal year, which
ended on May 2, 2010, Scott Wilson had revenues of approximately £340 million
and net income of £13.6 million, which equates to approximately $510 million and
$20.4 million, respectively.1 Approximately 72% of the company’s
fiscal 2010 revenues came from the U.K. and Ireland, with the balance
originating in Asia Pacific (12%), Europe (9%), Middle East (4%) and India
(3%). The company’s order book was £244 million, or $366 million, at
the end of its 2010 fiscal year.
Martin M.
Koffel, Chairman and Chief Executive Officer of URS, said, “The proposed
acquisition of Scott Wilson is a compelling transaction for URS and an important
step forward in our strategy to expand our capabilities in the U.K.
infrastructure market and in other key regions around
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the
world. Upon completion of this transaction, we expect URS would be
among the top ten U.K. engineering firms by revenue, with the added scale and
expertise to perform some of the largest and most complex infrastructure
assignments in the country. Outside of the U.K., Scott Wilson’s
offices in Warsaw, Hong Kong, New Delhi and Dubai provide a strong complement to
URS’ locations in Frankfurt, Paris, Madrid, Milan, Shanghai, Sydney and Toronto,
further expanding our geographic footprint and ability to support public and
private sector clients worldwide.”
Mr.
Koffel continued: “Scott Wilson’s market sectors are also well aligned with URS’
existing focus. In addition to its strong infrastructure practice,
Scott Wilson is well positioned in the environment and natural resources
sectors, including the nuclear power market, which is a key area of strength for
URS.”
Geoff
French, Chairman of Scott Wilson, said, “In an increasingly global marketplace,
the Board believes that a combination with URS will significantly enhance Scott
Wilson’s business opportunities and represents a compelling proposition for our
shareholders, clients and employees. This offer reflects the
underlying value of Scott Wilson’s business and provides our shareholders with
an opportunity to realise that value in cash today. In addition, as
part of an enlarged and global group, our employees will be able to participate
in larger and more complex projects, as well as benefit from further investment
in new areas of expertise. We are extremely excited about our future
with URS and look forward to providing our clients with access to an enlarged
global footprint and an ability to service their needs across a wider range of
services and sectors.”
Transaction
Terms
Under the
terms of the agreement, shareholders of Scott Wilson will receive 210 pence in
cash for each Scott Wilson share, which values the entire issued and to be
issued share capital at approximately £161 million, or approximately $242
million.
H. Thomas
Hicks, Chief Financial Officer of URS, said, “Scott Wilson brings a history of
profitability and strong recent cash flow generation, a team of highly talented
professionals, a solid order book and an excellent position in attractive
markets. In particular, the Company is benefiting from its
substantial international businesses outside the U.K. and Ireland, and its
strong position in the U.K. and European road and high speed rail
markets. As part of URS, we see increased opportunities to leverage
the combined company’s client base, capabilities and geographic
reach.”
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The
transaction is structured as a court-sanctioned Scheme of Arrangement under the
laws of the U.K. and is subject to the approval of Scott Wilson’s shareholders,
court approval in the U.K., and regulatory approvals in various
jurisdictions. URS expects that the transaction will close in the
third quarter of 2010 and will be accretive to earnings per share in fiscal year
2011 on a GAAP basis. Due to the anticipated timing of the closing,
URS expects that the transaction will not have a significant impact on its
fiscal year 2010 results. The transaction is not conditional on
financing.
Upon
completion of the transaction, it is intended that Hugh Blackwood, Group Chief
Executive of Scott Wilson, will join URS’ Management Committee and will oversee
from London the combined international operations for U.K./Ireland, Europe,
Middle East, India, and China. It is also intended that other members
of Scott Wilson’s executive management team will have roles with
URS. These will be finalized following closure of the
transaction.
DC
Advisory Partners (lead) and Citi acted as financial advisors to URS and Cooley
LLP and Ashurst LLP served as URS’ legal counsel. Greenhill & Co.
International LLP and Brewin Dolphin acted as financial advisors to Scott Wilson
and Mayer Brown served as Scott Wilson’s legal counsel.
Conference
Call Information
URS will
host a conference call on Monday, June 28, 2010, at 8:30 a.m. ET to discuss the
transaction. The dial-in number for United States callers is (888)
868-9083 and the dial-in number for participants located outside of the United
States is (973) 935-8512. The passcode for all callers is 84215178. A slide
presentation and live audio webcast of the call will be available at www.urscorp.com. A
replay of the conference call will be available beginning the afternoon of June
28, 2010, and can be accessed by dialing (800) 642-1687 from within the United
States or (706) 645-9291 from outside of the United States. The
passcode for the replay is 84215178.
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).
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About
Scott Wilson Group plc
Scott
Wilson Group plc is a global integrated design and engineering firm for the
built and natural environments. With its headquarters in the United Kingdom, the
Group has a worldwide network of 80 offices and more than 5,500 employees.
Scott Wilson offers strategic consultancy and multi-disciplinary professional
services in the railways, buildings & infrastructure, environment &
natural resources and roads sectors. Scott Wilson’s principal
operating regions are the United Kingdom, Asia-Pacific, Europe, India and the
Middle East, with regional centers in London, Hong Kong, Warsaw, New Delhi and
Dubai.
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.
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Important
Merger 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 Code”). 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 Code, which
differ from the requirements of the United States tender offer and proxy
rules.
This
communication does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the transaction (including the
Scheme) will be set out in a separate document that will include (among other
things) the full terms of the Scheme (the Scheme Document). Shareholders of
Scott Wilson are advised to read carefully and in its entirety the Scheme
Document in relation to the transaction, once it has been issued, before making
any decision with respect to the transaction.
Contact:
URS
Corporation
Scott Wilson Group
plc.
Sam
Ramraj Hugh
Blackwood
Vice
President, Investor
Relations Group
Chief Executive
(415)
774-2700 + 44 (0) 207 798
5187
Sard Verbinnen &
Co Sean
Cummins
Hugh
Burns/Briana Kelly/Meghan
Stafford Group
Finance Director
(212)
687-8080
+ 44 (0) 207 798 5245
Citigate
Dewe Rogerson,
London Financial
Dynamics
Patrick
Donovan/Grant Ringshaw/Toby
Mountford Charles
Armitstead
+44 (0)
207 638
9571 +
44 (0) 207 269 7275
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