LOS ANGELES--(BUSINESS WIRE)--Oct. 16, 2014--
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
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
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.
Source: AECOM Technology Corporation
SVP & Chief Communications
SVP, Investor Relations
Hugh Burns, Ron Low and Delia Cannan
VP, Investor Relations