Urs Corporation Recommended Cash Offer For Scott -9-

28th Jun 2010 07:00

1. The Offer will, if it is implemented by way of the Scheme, be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by not later than 29 October 2010 or such later date (if any) as URS, Universe Bidco and Scott Wilson may, with the consent of the Panel, agree and (if required) the Court may approve. 2. The Scheme will be conditional upon: (a) the approval of the Scheme by a majority in number representing three-quarters or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment thereof); (b) the Special Resolution in connection with and required to implement the Scheme, (including appropriate amendments to the articles of association of Scott Wilson), set out in the notice of the General Meeting, 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 (c) the sanction of the Scheme and the confirmation of the Capital Reduction by the Court (in each case with or without modification, on terms agreed by URS and Scott Wilson) and office copies of the Court Orders and the Statement of Capital being delivered to the Registrar of Companies. 3. In addition, Scott Wilson and URS have agreed that, subject as stated in Part B below, the Scheme will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended, if appropriate) have been satisfied (where capable of satisfaction) or waived immediately prior to the Scheme Hearing: (a) all other notifications and filings which are necessary in the context of the Offer having been made, all necessary waiting periods (including any extensions of such waiting periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case (A) which are necessary for the Scheme or the Offer, or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Scott Wilson or any other member of the Wider Scott Wilson Group by any member of the Wider URS Group or the carrying on by any member of the Wider Scott Wilson Group of its business in the ordinary course as at the date hereof; and (B) where the direct consequence of a failure to make such notification or failing to wait for the expiry, lapse or termination or any such waiting period or comply with any such obligation would be of material significance in the context of the Offer; (b) all Authorisations in any jurisdiction which are necessary for, or in respect of or required for the implementation of, the Scheme or the Offer, or any acquisition of or any proposed acquisition of any shares in, or control or management of, Scott Wilson or any other member of the Wider Scott Wilson Group by URS or any member of the Wider URS Group having been obtained in terms and in a form satisfactory to URS acting reasonably from any Third Parties or from any relevant persons or bodies with whom any member of the Wider Scott Wilson Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and no such Third Party or relevant person or body having given notice of its intention to revoke, suspend, restrict, modify (in each case, to an extent which is material) or not to renew the same in connection with the Scheme or Offer in each case where the direct consequence of a failure to obtain any such Authorisation or for it to remain in full force and effect as such time of for any such notice to be given would be of material significance in the context of the Offer; (c) all Authorisations which URS reasonably considers necessary to carry on the business of any member of the Wider Scott Wilson Group which is considered to be material in the context of the Wider Scott Wilson Group remaining in full force and effect and there being no intimation of any intention to revoke, suspend, restrict, modify (in each case, to an extent which is material) or not to renew the same; (d) no Third Party having intervened and there not continuing to be outstanding any statute, regulation, order or decision that would or might be expected, to: (i) make the Scheme or the Offer or, in each case, its implementation illegal, prohibited, void or unenforceable under the laws of any jurisdiction; or (ii) make the proposed acquisition of any shares in, or control or management of, the Wider Scott Wilson Group by URS or any member of the Wider URS Group illegal, void or unenforceable in any jurisdiction; or (iii) otherwise directly or indirectly prevent, prohibit or otherwise restrict, restrain, delay or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise impede, challenge, interfere with or require amendment to the Scheme or the Offer or any acquisition or proposed acquisition of Scott Wilson Shares or the acquisition of control or management of Scott Wilson or the Wider Scott Wilson Group by URS or any member of the Wider URS Group in each case to an extent which is material in the context of the Offer; or (iv) require, prevent or materially delay the divestiture or alter the terms for any proposed divestiture by any member of the Wider URS Group of any Scott Wilson Shares or other securities in Scott Wilson of all or any part of their respective businesses, assets or property, or impose any material limitation on the ability of any member of the Wider URS Group or the Wider Scott Wilson Group to conduct any of their respective businesses or own or dispose of any of their respective assets or property or any material part thereof, which in any such case, is of material significance in the context of the Offer; or (v) limit or delay, or impose any material limitation on the ability of any member of the Wider URS Group or any member of the Wider Scott Wilson Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities or the equivalent in any member of the Wider Scott Wilson Group or to exercise management control over any member of the Wider Scott Wilson Group or any member of the Wider URS Group which in any such case, is of material significance in the context of the Offer; or (vi) except pursuant to sections 974 to 991 of the 2006 Act, require any member of the Wider URS Group or of the Wider Scott Wilson Group to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Scott Wilson Group or any member of the Wider URS Group owned by any third party or to sell or offer to sell any shares or other securities (or their equivalent) or any interest in any of the assets owned by any member of the Wider URS Group or the Wider Scott Wilson Group; or (vii) impose any limitation on the ability of any member of the Wider URS Group or the Wider Scott Wilson Group to conduct or integrate or coordinate its business, or any material part of it, with the businesses or any part of the businesses of any other member of the Wider URS Group or of the Wider Scott Wilson Group, in each case to the extent that it is material in the context of the URS Group or the Scott Wilson Group taken as a whole; or (viii) result in any member of the Wider URS Group or the Wider Scott Wilson Group ceasing to be able to carry on business under any name under which it presently does so or ceasing to be able to use in its business any name, trademark or other intellectual property right which it as present uses in each case on the same basis and terms as at present apply, in each case to an extent which is material to URS in the context of the Offer, or, as the case may be, to the Wider Scott Wilson Group taken as a whole; or (ix) otherwise adversely affect any or all of the businesses, assets, profits, financial or trading position or prospects of any member of the Wider URS Group or the Wider Scott Wilson Group, in each case to the extent that it is material in the context of the URS Group or the Scott Wilson Group taken as a whole, and all waiting periods during which any Third Party could announce or notify any decision to take, institute, or implement any such action, proceedings, suit, investigation, reference or enquiry, or otherwise intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated where the direct consequence of a failure to wait for the expiry, lapse or termination of any such waiting period would be of material significance in the context of the Offer; (e) since the Accounting Date and except as Disclosed, there being no provision of any agreement, arrangement, licence, permit, franchise or other instrument to which any member of the Wider Scott Wilson Group is a party, or by or to which any such member, or any part of its assets, may be bound, or subject, or any circumstance which would or might, in each case as a consequence of the Scheme or the Offer or of the acquisition or proposed acquisition of all or any part of the issued share capital or other securities in, or control or management of, Scott Wilson or any other member of the Wider Scott Wilson Group by any member of the Wider URS Group or otherwise would or might reasonably be expected to result, in each such case to an extent which is material in the (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)