URS Corporation (NYSE: URS) announced on November 15 that it had acquired Washington Group International Inc. (NYSE: WNG) for approximately $3.1 billion. The closing of the acquisition followed approvals by URS and Washington Group stockholders at each company’s special meeting of stockholders held earlier in the day.
“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.”
The acquisition further diversifies and broadens URS’s 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 pro-ration.
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 pro-ration) 1.6681731 shares of URS common stock (subject to pro-ration) 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 pro-ration was 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 ceased to trade on the NYSE as of the close of trading on November 15. Washington Group will operate as the Washington Division of URS with headquarters in Boise Idaho. 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.
URS (NYSE: URS) provides engineering construction and technical services for public agencies and private sector companies around the world.
Washington Group International comprises Morrison-Knudsen Company Washington Construction Company Westinghouse Government Services and Raytheon Engineers & Constructors.
The group is now the Washington Division of URS.