Urs Corporation Recommended Cash Offer For Scott -5-

28th Jun 2010 07:00

The Offer will affect share options and incentive awards granted under the Scott Wilson Employee Share Schemes issued by Scott Wilson. Participants in the Scott Wilson Employee Share Schemes will be contacted regarding the effect of the Offer on their rights under these schemes and appropriate proposals will be made to such participants in due course. 12. Irrevocable undertakings URS has received irrevocable undertakings from all of the directors of Scott Wilson who hold Scott Wilson Shares in respect of their entire beneficial holdings of Scott Wilson Shares and those of their family members (amounting to, in aggregate, 1,499,281 Scott Wilson Shares, representing approximately 2.04 per cent. of the existing issued share capital of Scott Wilson): · to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting; and · if the Offer is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by URS. The irrevocable undertakings shall each lapse, amongst other things, if: · URS announces that it does not intend to proceed with the Scheme or make the Takeover Offer (as applicable) and no new, revised or replacement Scheme or Takeover Offer is announced in accordance with Rule 2.5 of the City Code at the same time; or · the Scheme or Takeover Offer lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.5 of the City Code, in its place or is announced, in accordance with Rule 2.5 of the City Code, at the same time. 13. Financing the Offer URS will finance the Offer from its existing cash resources. As required by the City Code, DC Advisory Partners, as financial adviser to URS, confirms that it is satisfied that sufficient financial resources are available to URS to enable it to satisfy in full the cash consideration payable under the Offer. 14. Structure of the Offer It is intended that the Offer will be implemented by Universe Bidco, a wholly-owned subsidiary of URS and effected by way of a court-sanctioned scheme of arrangement between Scott Wilson and the Scheme Shareholders under Part 26 of the 2006 Act. The procedure involves, amongst other things, an application by Scott Wilson to the Court to sanction the Scheme and to confirm the cancellation of all the Scheme Shares, in consideration for which the Scheme Shareholders will receive cash on the basis set out in paragraph 2 above. The cancellation of the Scheme Shares and the subsequent issue of new Scott Wilson Shares to Universe Bidco provided for in the Scheme will result in Scott Wilson becoming a wholly-owned subsidiary of URS. The implementation of the Scheme will be subject to the Conditions and certain further terms referred to in Appendix I to this Announcement, and the full terms and Conditions to be set out in the Scheme Document. To become effective, the Scheme will require, amongst other things, the following events to occur on or before 29 October 2010 or such later date as URS and Scott Wilson agree: · the Scheme being approved by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment thereof) representing three-quarters or more in value of the Scheme Shares voted; · the Special Resolution in connection with and required to implement the Scheme (including appropriate amendments to the articles of association of Scott Wilson) being duly passed by Scott Wilson Shareholders representing not less than 75 per cent. of the votes cast at the General Meeting (or at any adjournment thereof); and · the Court sanctioning the Scheme (with or without modification, on terms agreed by URS and Scott Wilson) and confirming the associated Capital Reduction and office copies of the Court Orders and the Statement of Capital being delivered to the Registrar of Companies. Upon the Scheme becoming effective: · it will be binding on all Scott Wilson Shareholders, irrespective of whether they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and · share certificates in respect of the Scott Wilson Shares will cease to be valid and entitlements to Scott Wilson Shares held within the CREST system will be cancelled. If the Scheme does not become effective on or before 29 October 2010, it will lapse and the Offer will not proceed (unless the Panel otherwise consents). The Scheme Document containing details of the Scheme and notices of the Court Meeting and the General Meeting, together with the forms of proxy, will be posted to Scott Wilson Shareholders, and, for information only, to participants in the Scott Wilson Employee Share Schemes, within 28 days of this Announcement, unless otherwise agreed with the Panel. It is expected that the Court Meeting and the General Meeting to approve the Offer will be held on or about 30 July 2010. Subject to approval of the Scott Wilson Shareholders and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective on or around 10 September 2010. URS may elect, with the Panel's consent if required, to implement the Offer by way of a Takeover Offer. In this event, that Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments. The directors of Scott Wilson have confirmed that, in the event that the Offer is implemented by way of a Takeover Offer, they will recommend, subject to their fiduciary and statutory duties, on a unanimous and unqualified basis, that Scott Wilson Shareholders accept the Offer. They have also irrevocably undertaken to accept any Takeover Offer made by URS in respect of their entire beneficial holdings of Scott Wilson Shares and those of their family members (representing approximately 2.04 per cent. of Scott Wilson's existing issued share capital). 15. Expected timetable The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting together with the forms of proxy, will be posted to Scott Wilson Shareholders and (for information purposes only) to participants in the Scott Wilson Employee Share Schemes as soon as practicable (and, in any event, within 28 days of this Announcement) unless otherwise agreed with the Panel. The Offer is conditional on, amongst other things, the sanction of the Scheme by the Court and approval by a majority in number of Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than three-quarters or more in value of the Scheme Shares voted. Subject to the satisfaction of the Conditions, it is expected that the Scheme will become effective on or around 10 September 2010. 16. Inducement Fee Letter and matching rights Scott Wilson and URS have entered into the Inducement Fee Letter which contains certain undertakings given by Scott Wilson in favour of URS. Inducement fee The Inducement Fee Letter includes an inducement fee of a sum equal to one per cent. of Scott Wilson's fully diluted issued ordinary share capital from time to time calculated on the basis of a price per ordinary share payable by URS under the terms of the Offer, which would only be payable in the following circumstances: (a) the board of Scott Wilson withdraws or adversely modifies or qualifies its approval or recommendation of the Offer or agrees or resolves to take any of the foregoing actions; (b) an Independent Competing Offer is announced pursuant to Rule 2.5 of the City Code within the offer period (as defined in the City Code and as it may be extended by an Independent Competing Offer), and that Independent Competing Offer subsequently becomes or is deemed unconditional in all respects or is otherwise completed during that offer period; and (c) if the Offer is proceeding by way of the Scheme and the Scheme is not implemented or does not become effective wholly or partly as a result of: (i) the Scheme not becoming effective in accordance with its terms within eight weeks after the date on which the resolutions required for the implementation of the Offer by way of a Scheme under Part 26 of the 2006 Act and, if applicable, section 641 of the 2006 Act are passed with the requisite majorities by the Scott Wilson Shareholders, by reason of (A) the withdrawal of the Scheme by Scott Wilson, (B) the refusal or failure of the Court to sanction the Scheme as a direct consequence of a deliberately frustrating act or omission on the part of Scott Wilson, or (C) the failure of Scott Wilson to deliver the Court Orders (if made) sanctioning the Scheme and the associated reduction of capital to the Registrar of Companies in England and Wales in accordance with the conditions of the Scheme; or (ii) the failure by Scott Wilson to comply in all material respects with any undertakings given by it in the Implementation Agreement expressly relating to the period within which (A) the Scheme Document must be posted or (B) the Court Meeting or General Meeting must be convened. Non-solicitation undertakings Scott Wilson has agreed that neither it nor any member of the Scott Wilson Group nor any of its professional advisers will at any time (save where necessary to ensure compliance with the fiduciary duties of the directors of Scott Wilson or to ensure compliance with the City Code) until the earlier of (i) the Effective (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)