AECOM Technology Corporation (NYSE:ACM) and URS Corporation (NYSE:URS) announced today the preliminary results of the elections made by URS stockholders regarding the form of merger consideration to be received in AECOM’s pending acquisition of URS.
As previously announced, on July 11, 2014, AECOM entered into an Agreement and Plan of Merger to acquire URS. Pursuant to the terms of the merger agreement, URS stockholders were entitled to elect to receive, for each share of URS common stock held, either shares of AECOM common stock or cash consideration with a value equal to the sum of (i) .734 multiplied by the average of the closing sales prices on the New York Stock Exchange for AECOM common stock during the five trading days ending the day before the completion of the merger and (ii) US$33.00, subject to proration in the event cash is oversubscribed or undersubscribed.
Based on available information as of the election deadline of 2 p.m. Pacific Time on Oct. 15, 2014, the preliminary election results were:
- Holders of 24,225,337 URS shares, or approximately 35.3% of the outstanding URS shares, elected to receive shares of AECOM stock (which includes 3,186,258 shares that made elections pursuant to guaranteed delivery procedures).
- Holders of 32,760,392 URS shares, or approximately 47.8% of the outstanding URS shares, elected to receive cash (which includes 6,500,334 shares that made elections pursuant to guaranteed delivery procedures).
- Holders of 11,610,181 URS shares, or approximately 16.9% of the outstanding URS shares, did not make an election.
URS stockholders electing to receive AECOM stock are expected to be prorated and receive a combination of shares of AECOM stock and cash for their URS shares. No fractional shares of AECOM stock will be issued, and URS stockholders will receive cash in lieu of fractional shares.
After the final results of the election process are determined, the final merger consideration, and the allocation of the merger consideration, will be computed using the formula set forth in the merger agreement. A press release announcing the final merger consideration will be issued after the final consideration is determined.
The parties are awaiting the approval of the proposed merger and the related stock issuance from the stockholders of URS and AECOM, respectively, at special stockholder meetings to be held later this morning. AECOM and URS expect to receive such approvals today, at these meetings, and close the merger on Oct. 17, 2014.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Moelis & Company LLC are acting as financial advisors and Gibson, Dunn & Crutcher LLP is acting as legal counsel to AECOM. Citigroup Global Markets Inc and Dean Bradley Osborne Partners LLC are acting as financial advisors and Wachtell, Lipton, Rosen & Katz and Cooley LLP are acting as legal counsel to URS.
Ranked as the #1 engineering design firm by revenue in Engineering News-Record magazine’s annual industry rankings, AECOM is a premier, fully integrated infrastructure and support services firm, with a broad range of markets, including transportation, facilities, environmental, energy, water and government. With approximately 45,000 employees — including architects, engineers, designers, planners, scientists and management and construction services professionals — serving clients in more than 150 countries around the world, AECOM is a leader in all of the key markets that it serves. AECOM provides a blend of global reach, local knowledge, innovation and technical excellence in delivering solutions that create, enhance and sustain the world's built, natural and social environments. A Fortune 500 company, AECOM had revenue of $8.2 billion during its last fiscal year ended Sept. 30, 2013. More information on AECOM and its services can be found at www.aecom.com.
URS Corporation (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 full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; management and operations; information technology; and decommissioning and closure services. URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs. Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (www.urs.com).
Cautionary Note Regarding Forward-Looking Statements
All statements in this press release other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with AECOM’s ability to consummate the acquisition of URS and the timing of the closing of the acquisition. Important factors that could cause actual results to differ materially from the forward-looking statements included herein are set forth in AECOM’s and URS’s quarterly reports on Form 10-Q for the fiscal quarters ended June 30, 2014, and July 4, 2014, respectively, and other reports filed by AECOM and URS with the U.S. Securities and Exchange Commission. AECOM and URS do not intend, and undertake no obligation, to update any forward-looking statement.
Additional Information about the Proposed Acquisition of URS and Where to Find It
In connection with the proposed acquisition of URS, AECOM has filed with the SEC, and the SEC declared effective on Sept. 17, 2014, a registration statement on Form S-4 that includes a joint proxy statement of AECOM and URS that also constitutes a prospectus of AECOM. The definitive joint proxy statement/prospectus related to the proposed acquisition of URS has been mailed to stockholders of AECOM and URS. Investors in and security holders of URS and AECOM common stock are urged to read such definitive joint proxy statement/prospectus and other relevant documents filed with the SEC because they will contain important information about the proposed acquisition of URS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by AECOM by contacting AECOM Investor Relations at 1-213-593-8000. Investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS Investor Relations at 877-877-8970. Additionally, information about the proposed acquisition of URS is available online at www.aecom-urs.com.
AECOM and URS and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition of URS. Information about AECOM’s directors and executive officers is available in AECOM’s proxy statement for its 2014 Annual Meeting of Stockholders filed with the SEC on Jan. 24, 2014. Information about directors and executive officers of URS is available in the proxy statement for the 2014 Annual Meeting of Stockholders of URS filed with the SEC on April 17, 2014. Other information regarding the participants in the proxy solicitation in respect of the proposed acquisition of URS and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed acquisition of URS. Investors in URS and AECOM common stock should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions in respect of the proposed acquisition of URS when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from AECOM or URS using the sources indicated above.
This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of AECOM common stock shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
SVP & Chief Communications Officer
SVP, Investor Relations
Hugh Burns, Ron Low and Delia Cannan
VP, Investor Relations