Urs Corporation Recommended Cash Offer For Scott -6-

28th Jun 2010 07:00

Date; and (ii) the termination date of the Inducement Fee Letter: (a) directly or indirectly solicit or initiate discussions relating to any Independent Competing Offer; or (b) subject at all times to the proviso below, enter into or continue any discussions, negotiations, correspondence or arrangement relating to any Independent Competing Offer; or (c) provide any information to any third party in connection with a possible Independent Competing Offer (other than in accordance with obligations imposed under the terms of the City Code); save that Scott Wilson or its professional advisers are not restricted from entering into discussions or negotiations with or providing information to a bona fide third party who has made an unsolicited approach (in a manner that does not contravene paragraph (a) above in relation to an Independent Competing Offer). Matching rights In addition, Scott Wilson has agreed that: (a) if the directors of Scott Wilson determine that any Independent Competing Offer constitutes a Superior Proposal, it shall confirm to URS in writing (a "Superior Proposal Notice") that such Independent Competing Offer constitutes a Superior Proposal and provide the material details of such Independent Competing Offer that led the directors of Scott Wilson to determine that it constitutes a Superior Proposal (in particular the offer price and proposed timetable of the Superior Proposal); and (b) it and the directors of Scott Wilson shall not recommend any Independent Competing Offer unless URS: (i) notifies Scott Wilson that it is not prepared to revise the Offer; or (ii) fails to confirm to the Company by 5.00 p.m. on the day prior to the day of the board meeting convened to recommend the Superior Proposal (such board meeting to be no sooner than midday on the third day after the date of the Superior Proposal Notice) that it will revise the terms of the Offer such that it would provide equal or superior value to Scott Wilson Shareholders in comparison to such Independent Competing Offer; or (iii) having notified Scott Wilson of its intention to revise the terms of the Offer, fails, within 48 hours of the board meeting of Scott Wilson convened to consider whether or not to recommend the Independent Competing Offer comprised in the Superior Proposal, to announce a revised Offer pursuant to Rule 2.5 of the City Code. Termination The Inducement Fee Letter (without prejudice to URS's rights in relation to the payment of an inducement fee) terminates in certain circumstances including if: (a) the Scheme lapses or terminates; or (b) URS fails to: (i) make the necessary confirmations in respect of its matching rights; or (ii) announce a revised Offer, in each case within the timescales required in order to benefit from its matching rights under the Inducement Fee Letter. 17. Implementation Agreement Scott Wilson, URS and Universe Bidco have entered into the Implementation Agreement which provides, amongst other things, for the implementation of the Scheme and related matters in accordance with an agreed indicative timetable. It contains certain assurances and confirmations between the parties, including provisions to implement the Scheme on a timely basis and undertakings regarding the conduct of the Scott Wilson Group prior to the Effective Date. The Implementation Agreement may terminate in certain circumstances, including: (a) if agreed in writing between URS and Scott Wilson at any time; (b) if the Scheme lapses or terminates, unless Universe Bidco and URS elect prior to such time, or elect within five Business Days following such time, to implement the Offer by way of a Takeover Offer; (c) if Universe Bidco and URS elect to implement the Offer by way of a Takeover Offer, the Takeover Offer is withdrawn by Universe Bidco and URS (with the consent of the Panel if required) or lapses; (d) upon service of a notice by Universe Bidco and URS on Scott Wilson if, at any time prior to satisfaction of the Conditions, a person not acting in concert with Universe Bidco and URS unconditionally acquires more than 50 per cent. of Scott Wilson's then issued ordinary share capital; (e) upon service of a written notice by Universe Bidco and URS on Scott Wilson if the recommendation of the Scott Wilson directors contained in this Announcement is withdrawn, qualified or modified adversely at any time prior to the Scheme Hearing; (f) upon service of a written notice by Scott Wilson on URS if, to comply with their fiduciary and/or statutory duties (having taken external legal advice prior to the service of such notice), the recommendation of the Scott Wilson directors contained in this Announcement is withdrawn, qualified or modified adversely at any time prior to the Scheme Hearing; or (g) if the acquisition of Scott Wilson by URS has not occurred by the date falling four months after the date of this Announcement. 18. Disclosure of interests in Scott Wilson Except for the irrevocable undertakings referred to in paragraph 12 above, as at 27 June (the latest practicable date prior to the date of this Announcement), neither URS, nor any of the directors of URS or any member of the URS Group, nor, so far as the directors of URS are aware, any person acting in concert with URS for the purposes of the Offer has any interest in, right to subscribe for, or has borrowed or lent any Scott Wilson Shares or securities convertible or exchangeable into Scott Wilson Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or right to subscribe for or purchase the same or hold any options (including traded options) in respect of or has any right to acquire any Scott Wilson Shares or derivatives that have reference to Scott Wilson Shares ("Scott Wilson Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Scott Wilson Securities. For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Scott Wilson Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this Announcement, URS has not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this Announcement and any material disclosure in respect of such parties will be included in the Scheme Document. 19. De-listing, cancellation of trading and re-registration It is intended that dealings in Scott Wilson Shares will be suspended at 5.00 p.m. London time on the Business Day prior to the Effective Date. It is intended that URS will procure that Scott Wilson applies to the London Stock Exchange to cancel the admission to trading of the Scott Wilson Shares on the London Stock Exchange's main market for listed securities and to the UK Listing Authority to cancel the listing of the Scott Wilson Shares on the Official List of the Financial Services Authority, subject to applicable rules and requirements of the London Stock Exchange, such cancellations to take effect on or shortly after the Effective Date. On the Effective Date, Scott Wilson will become a wholly-owned subsidiary of URS and share certificates in respect of Scott Wilson Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Scott Wilson Shares held within the CREST system will be cancelled. It is also intended that Scott Wilson will, as soon as possible after the Effective Date, be re-registered as a private limited company as part of the Scheme. 20. Overseas shareholders The availability of the Offer or the distribution of this Announcement to Scott Wilson Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Scott Wilson Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Scott Wilson Shareholders are advised to read carefully the Scheme Document and related forms of proxy once these have been dispatched. 21. Scott Wilson issued share capital In accordance with Rule 2.10 of the Code, Scott Wilson confirms that it has 73,595,034 Scott Wilson Shares in issue. The International Securities Identification Number for Scott Wilson Shares is GB00B0WM2V87. 22. General The Offer will comply with, and the Scheme will be subject to, the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales and the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions to be set out in the Scheme Document. Appendix II to this Announcement contains the bases and sources of certain (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)