Urs Corporation Recommended Cash Offer For Scott Wilson Group Plc

28th Jun 2010 07:00

TIDMSWG RNS Number : 3172O URS Corporation 28 June 2010 ? FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION 28 June 2010 Recommended Cash Offer for Scott Wilson Group plc by Universe Bidco Limited a wholly owned subsidiary of URS Corporation (to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006) Summary The boards of directors of Scott Wilson and URS are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Universe Bidco Limited, for the entire issued and to be issued share capital of Scott Wilson. It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. Under the terms of the Offer, Scheme Shareholders will receive 210 pence in cash for each Scott Wilson Share, valuing the entire issued and to be issued share capital of Scott Wilson at approximately GBP161 million. A Loan Note Alternative will be made available. The Offer price of 210 pence per Scott Wilson Share represents a premium of: · approximately 141 per cent. to the Closing Price of 87.0 pence per Scott Wilson Share on 4 June 2010, being the last Business Day before Scott Wilson entered into an offer period as defined by the City Code; · approximately 130 per cent. to the average Closing Price of 91.3 pence per Scott Wilson Share over the three month period ended 4 June 2010; · approximately 123 per cent. to the average Closing Price of 94.1 pence per Scott Wilson Share over the twelve month period ended 4 June 2010; and · approximately 76 per cent. to the Closing Price of 119.5 pence per Scott Wilson Share on 25 June 2010 being the last Business Day prior to this Announcement. The directors of Scott Wilson, who have been so advised by Greenhill and Brewin Dolphin, consider the terms of the Offer to be fair and reasonable. In providing their advice to the directors of Scott Wilson, Greenhill and Brewin Dolphin have each taken into account the commercial assessments of the directors of Scott Wilson. Accordingly, the directors of Scott Wilson intend unanimously to recommend that Scott Wilson Shareholders vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting, as those directors that hold Scott Wilson Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Scott Wilson Shares (representing approximately 2.04 per cent. of the existing issued share capital of Scott Wilson). Commenting on the Offer, Geoff French, Chairman of Scott Wilson, said: "The board is recommending the Offer because it believes that it represents a compelling proposition for Scott Wilson's shareholders, customers and employees. "The board of Scott Wilson considers that the Offer, at a price of 210 pence per Scott Wilson Share in cash, provides a compelling opportunity for Scott Wilson Shareholders to realise a significant premium in cash, and reflects the underlying value of Scott Wilson. "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 and international markets where Scott Wilson has already established strong foundations. Our customers will benefit from having access to an enlarged global footprint and an ability to service their needs across a wider range of services and sectors. "In an increasingly global marketplace, the board believes that a combination with URS will significantly enhance Scott Wilson's future prospects and we are excited about our future together." Commenting on the Offer, Martin 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 UK infrastructure market and in other key regions around the world. Upon completion of this transaction, we expect URS would be among the top ten UK engineering firms by revenue, with the added scale and expertise to perform infrastructure assignments that are among the largest and most complex in the country. Outside of the UK, Scott Wilson's offices in Warsaw, Hong Kong, New Delhi and Dubai provide a strong complement to URS's 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. "Scott Wilson's market sectors are also well aligned with URS's 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." The Scheme Document, containing further information about the Offer and notices of the Court Meeting and General Meeting, together with the forms of proxy, will be posted to Scott Wilson Shareholders and (for information purposes only) participants in the Scott Wilson Employee Share Schemes as soon as practicable (and, in any event, not later than 26 July 2010, unless otherwise agreed with the Panel). The Offer is conditional on, amongst other things, the sanction of the Scheme by the Court and the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, representing not less than 75 per cent. 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. This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to 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 information contained in this Announcement. Appendix III to this Announcement provides details of the irrevocable undertakings received by URS. Appendix IV to this Announcement contains definitions of certain terms used in this Announcement. In accordance with Rule 19.11 of the City Code, a copy of this Announcement will be published on the following websites: www.urscorp.com and www.scottwilson.com. Enquiries: +---------------------------------+---------------------------------+ | URS | | +---------------------------------+---------------------------------+ | Tom Hicks | +44 (0) 20 7638 9571 | +---------------------------------+---------------------------------+ | DC Advisory Partners (lead financial adviser to URS) | +-------------------------------------------------------------------+ | Andrew Cunningham | +44 (0) 20 7856 0903 | | Sam Barnett | +44 (0) 20 7856 0921 | | | | +---------------------------------+---------------------------------+ | Citi (financial adviser to URS) | +-------------------------------------------------------------------+ | Wes Walraven | +1 (213) 833 2347 | | Dimitrios Georgiou | +44 (0) 20 7986 7535 | | | | +---------------------------------+---------------------------------+ | Citigate Dewe Rogerson (public relations adviser to URS) | +-------------------------------------------------------------------+ | Toby Mountford | +44 (0) 20 7638 9571 | | | +44 (0) 20 7638 9571 | | Patrick Donovan | +44 (0) 20 7638 9571 | | | | | Grant Ringshaw | | | | | +---------------------------------+---------------------------------+ | Scott Wilson | +-------------------------------------------------------------------+ | Geoff French | +44 (0) 1256 310 200 | | | +44 (0) 1256 310 200 | | Hugh Blackwood | | | | | +---------------------------------+---------------------------------+ | Greenhill (financial adviser to Scott Wilson) | +-------------------------------------------------------------------+ | David Wyles | +44 (0) 20 7198 7400 | | Ben Loomes | +44 (0) 20 7198 7400 | | | | | | | +---------------------------------+---------------------------------+ | Brewin Dolphin (financial adviser and corporate broker to Scott | (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)