BOISE, Idaho, Nov. 12 /PRNewswire-FirstCall/ -- Washington Group
International, Inc. (NYSE:WNG) today released the following open
letter to its stockholders: November 12, 2007 To the Stockholders
of Washington Group International: We strongly encourage you to
vote now "FOR" the proposed merger with URS Corporation so that
your votes can be counted at Washington Group's Special Meeting of
Stockholders scheduled for this coming Thursday, November 15, 2007,
at 7 a.m. Mountain Time. The terms of the amended merger agreement
provide Washington Group stockholders a number of important
benefits, and URS Corporation has publicly stated that this
represents its "best and final" offer. These benefits include --
superior value to Washington Group stockholders, with the revised
transaction offering a significant increase in value over the
original transaction; -- greater flexibility to choose between cash
and stock in exchange for your shares; -- a higher level of equity
ownership in the combined company; and -- a unique opportunity to
create a single-source provider well-positioned in important
high-growth sectors through a full life cycle of planning,
engineering, construction, environmental management, and operations
and maintenance services. Based on the closing price of URS common
stock on November 2, 2007, the consideration is valued at
approximately $3.2 billion, or $97.89 per Washington Group share.
The value of the consideration provided by the amended merger
agreement is based on 0.90 shares of URS common stock plus $43.80
in cash for each Washington Group share. (Stockholders are advised
to obtain a current quote for the prices of URS and Washington
Group shares.) Under the amended merger agreement, Washington Group
stockholders can now elect to receive all cash, all stock, or a
combination of cash and stock (subject to proration). If
stockholders approve the merger at the Special Meeting of
Stockholders on November 15, 2007, we expect the transaction to
close shortly thereafter and stockholders to be able to receive the
merger consideration by the end of November. Your Board of
Directors unanimously recommends that all of our stockholders vote
"FOR" the adoption of the merger agreement. Please consider these
factors in deciding how you will vote: -- Superior value: The
revised merger consideration represents a premium of approximately
8.5 percent over the original merger agreement's transaction value
on November 2, 2007, and, as of November 9, 2007, the value of the
revised merger consideration is an approximately 40 percent premium
to the undisturbed preannouncement trading price on May 25, 2007,
the last trading day before the transaction was announced. The P/E
multiple implied by the merger consideration significantly exceeds
the company's historical P/E multiples and the transaction EBITDA
multiple represents the second-highest EBITDA multiple that would
ever have been paid in the Engineering and Construction sector. --
Election of cash/stock mix: Under the new terms, stockholders may
also now elect to receive all cash, all stock, or a mix of cash and
stock for their shares (subject to proration), allowing them
greater flexibility either to participate in the future of the
combined company or to receive cash. -- Greater equity
participation: Washington Group stockholders would be able to
participate meaningfully in the long-term benefits and growth
prospects of the combined company through an approximately 35
percent equity ownership. Your Board believes that the combined
company is capable of creating more stockholder value than
Washington Group could achieve on its own. -- Committed support of
Washington Group's chairman: Dennis Washington, non-executive
chairman of Washington Group's Board of Directors, along with the
entire Board, strongly believes that the proposed merger
transaction provides superior value and serves the best interests
of all Washington Group stockholders. Mr. Washington has executed a
binding agreement to exercise all of his beneficially owned stock
options for 3.224 million shares of Washington Group stock (or
approximately 10 percent of the currently outstanding Washington
Group stock) and vote his shares in favor of the revised merger
agreement if necessary to achieve the required Washington Group
stockholder approval. If it is necessary for Mr. Washington to
exercise his options and vote his shares, a new record date and
meeting date for the Washington Group special meeting will be set,
and the soonest the transaction could close would be late December.
-- Unique strategic fit: Your Board believes that the combination
of Washington Group and URS represents a unique opportunity to
create a single-source provider that can offer a full life cycle of
planning, engineering, construction, environmental management, and
operations and maintenance services. The combined company will have
leadership positions in key growth markets, global scale, a broad
set of service capabilities, a diverse business portfolio, and a
strong financial position. This combination would also provide
Washington Group stockholders with a more diversified company that
would be better positioned to insulate stockholders from industry
downturns. In recommending the amended merger transaction with URS,
your Board of Directors is focusing on what it believes to be in
the best interests of all Washington Group stockholders. This
transaction, which is fully financed and has no financing
contingency, provides Washington Group stockholders with the choice
of immediate cash and/or URS stock (subject to proration), the
benefits of a more efficiently leveraged balance sheet, and
substantial ownership in an exciting company with significant
long-term growth potential. Please vote today in order to avoid the
expense and delay associated with rescheduling the special meeting
to late December. Since approval of the merger requires the
affirmative vote of the holders of at least a majority of the
outstanding shares of Washington Group common stock, your vote is
important, no matter how many shares you own. Not voting has the
same effect as voting against the proposed merger. Please vote your
shares by telephone or via the Internet by following the
instructions provided on your proxy card. Additional information
regarding the proposed merger transaction can be found in the joint
proxy statement/prospectus dated September 28, 2007, and in the
supplemental proxy materials dated November 5, 2007. Stockholders
who have questions about the merger or need assistance in
submitting their proxies or voting their shares should contact
Washington Group's proxy solicitor, MacKenzie Partners, Inc., by
calling 800-322-2885 (toll-free) or 212-929-5500 (collect) or via
e-mail to . We urge you to vote "FOR" adoption of the merger
agreement today. Thank you for your continued interest in the
company. Very truly yours, Stephen G. Hanks President and Chief
Executive Officer Washington Group International About the Company
Washington Group International (NYSE:WNG) provides the talent,
innovation, and proven performance to deliver integrated
engineering, construction, and management solutions for businesses
and governments worldwide. Headquartered in Boise, Idaho, with
approximately $4 billion in annual revenue, the company has
approximately 25,000 people at work around the world providing
solutions in power, environmental management, defense, oil and gas
processing, mining, industrial facilities, transportation and water
resources. For more information, visit http://www.wgint.com/.
Forward-Looking Statements This news release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended, which are
identified by the use of forward-looking terminology such as may,
will, could, should, expect, anticipate, intend, plan, estimate, or
continue or the negative thereof or other variations thereof. Each
forward-looking statement, including, without limitation, any
financial guidance, speaks only as of the date on which it is made,
and Washington Group undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of
anticipated or unanticipated events or circumstances. The
forward-looking statements are necessarily based on assumptions and
estimates of management and are inherently subject to various risks
and uncertainties. Actual results may vary materially as a result
of changes or developments in social, economic, business, market,
legal, and regulatory circumstances or conditions, both
domestically and globally, as well as due to actions by customers,
clients, suppliers, business partners, or government bodies.
Performance is subject to numerous factors, including demand for
new power generation and for modification of existing power
facilities, public sector funding, demand for extractive resources,
capital spending plans of customers, and spending levels and
priorities of the U.S. federal and state and other governments.
Results may also vary as a result of difficulties or delays
experienced in the execution of contracts or implementation of
strategic initiatives. Results may also be impacted by costs
relating to the proposed merger transaction with URS Corporation
and the timing of such merger transaction if it is approved by both
companies' stockholders. For additional risks and uncertainties
impacting the forward-looking statements contained in this news
release, please see "Note Regarding Forward-Looking Information"
and "Item 1A. Risk Factors" in Washington Group's annual report on
Form 10-K for fiscal year 2006. Additional Information and Where to
Find It In connection with the proposed transaction, URS and
Washington Group International filed a definitive joint proxy
statement/prospectus, a supplement to the definitive joint proxy
statement/prospectus, and other materials with the Securities and
Exchange Commission (the "SEC"), and URS filed a registration
statement on Form S-4. Investors and security holders are urged to
read the definitive joint proxy statement/prospectus, the
supplement, the registration statement on Form S-4 and the other
materials filed with the SEC as they contain important information
about the proposed transaction. Investors and security holders may
obtain free copies of these documents and other documents filed
with the SEC at the SEC's Web site at http://www.sec.gov/. In
addition, 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. Investors and security holders may
obtain free copies of the documents filed with the SEC by
Washington Group by contacting Washington Group Investor Relations
at 866-964-4636. In addition, you may also find information about
the merger transaction at http://www.urs-wng.com/. URS, Washington
Group and their directors and executive officers may be deemed
participants in the solicitation of proxies from the stockholders
of URS and Washington Group in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the proposed transaction is
included in definitive joint proxy statement/prospectus described
above. Additional information regarding the directors and executive
officers of URS is also included in URS' proxy statement for its
2007 Annual Meeting of Stockholders, which was filed with the SEC
on April 18, 2007. Additional information regarding the directors
and executive officers of Washington Group is also included in
Washington Group's proxy statement for its 2007 Annual Meeting of
Stockholders, which was filed with the SEC on April 17, 2007, as
amended. These documents are available free of charge at the SEC's
Web site at http://www.sec.gov/ and from Investor Relations at URS
and Washington Group as described above. CONTACTS: Investors:
Executive Vice President & Chief Financial Officer George H.
Juetten, 208-386-5698 Or MacKenzie Partners, Inc. Dan Burch or
Larry Dennedy, 212-929-5239 Media: Vice President of Corporate
Communications Laurie Spiegelberg, 208-386-5255 Or Kekst & Co
Adam Weiner, 212-521-4800 DATASOURCE: Washington Group
International, Inc. CONTACT: Investors, George H. Juetten,
Executive Vice President & Chief Financial Officer of
Washington Group International, Inc., +1-208-386-5698; or Dan Burch
or Larry Dennedy, both of MacKenzie Partners, Inc.,
+1-212-929-5239, for Washington Group International, Inc.; or
Media, Laurie Spiegelberg, Vice President of Corporate
Communications of Washington Group International, Inc.,
+1-208-386-5255; or Adam Weiner of Kekst & Co, +1-212-521-4800,
for Washington Group International, Inc. Web site:
http://www.wgint.com/ http://www.urs-wng.com/
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