Date: November 15, 2007
Source: Washington Group International
URS Corporation Completes Acquisition of Washington Group International
URS Corporation (NYSE: URS) today announced that the Company has completed its acquisition of Washington Group International, Inc. (NYSE: WNG) for a total purchase price of approximately $3.1 billion. The closing of the acquisition follows approvals by URS and Washington Group stockholders at each company's special meeting of stockholders held earlier today.
"This transaction has important benefits for the stockholders and customers of both companies," said Martin M. Koffel, Chairman and Chief Executive Officer of URS. "With the addition of Washington Group's complementary engineering and construction services, URS becomes one of the few fully-integrated engineering, construction and technical services firms capable of serving every phase of a project – from initial planning, engineering and construction of a project, to operations and maintenance. The combined company also has enhanced scale and expertise to meet the increasing demand for comprehensive solutions on large, complex global assignments. We are looking forward to capturing the tremendous potential of the combined company."
Mr. Koffel continued, "We also are delighted to welcome Washington Group's 25,000 employees to URS. We believe the combined company is unrivaled in terms of its professional talent and the opportunities we are able to offer our employees as part of a larger, more dynamic company."
The acquisition further diversifies and broadens URS' market exposure, allowing the Company to offer a broad range of engineering and construction services to clients in the transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems markets. In addition, the combined company will be a major contractor to the federal government.
Under the terms of the merger agreement, Washington Group stockholders are receiving $43.80 in cash and 0.900 shares of URS common stock for each share of Washington Group stock. In lieu of receiving the mix of cash and URS common stock, Washington Group stockholders may elect to receive all stock or all cash. The number of shares to be paid in lieu of cash in an all-stock election and the amount of cash to be paid in lieu of URS common stock in an all-cash election will be based on the volume weighted average trading price of URS common stock during the five trading day period ended November 14, 2007 of $57.0184. All-cash and all-stock elections are subject to proration.
Based on the five trading day volume weighted average price of URS common stock of $57.0184, Washington Group stockholders can elect to receive $95.11656 in cash (subject to proration), 1.6681731 shares of URS common stock (subject to proration), or $43.80 in cash and 0.900 shares of URS common stock. The deadline for Washington Group stockholders to elect whether to receive a cash consideration, stock consideration or a combination thereof, subject to proration, will be 5:00 p.m. ET on November 20, 2007.
URS stockholders are retaining the shares they held prior to the transaction.
In connection with the completion of the transaction, Washington Group's shares have ceased to trade on the NYSE as of the close of trading today. Washington Group will operate as the Washington Division of URS. Stephen Hanks, former Chief Executive Officer of Washington Group, has been named President of the Washington Division and appointed to the URS Corporation Board of Directors.
Further details about the transaction are available on the web at www.urs-wng.com.
About URS
URS (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 comprehensive range of professional planning, engineering and architectural design, environmental, heavy construction, program and construction management, system integration, and operations and maintenance, management and a wide range of specialized technical services for transportation, hazardous waste, industrial infrastructure and process, petrochemical, general building, water/wastewater, military facilities and equipment platforms, and defense and security programs. Headquartered in San Francisco, the Company operates in 34 countries with approximately 55,000 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining, forest products, and food and beverage industries (www.urscorp.com).
For more information, contact:
URS
Investors
H. Thomas Hicks
Vice President & Chief Financial Officer
415-774-2700
Media
Sard Verbinnen & Co
Hugh Burns/Jamie Tully
212-687-8080
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