Global Infrastructure Solutions Inc. (GISI) and Hill International,
Inc. (NYSE:HIL) today announced that their boards of directors have
approved enhancements to their definitive agreement of August 16,
2022, wherein they agreed to merge the diversified construction
management companies, setting the stage for increased
competitiveness and accelerated organic growth in global, for-fee
infrastructure consulting markets. Following the receipt of an
unsolicited proposal from a third party, Hill and GISI negotiated
an amended and restated Merger Agreement under the terms of which
the per share price is US$3.40, the transaction remains all-cash,
and there is no financing contingency. Further, the transaction
structure has been changed to a merger requiring the approval of
Hill’s stockholders (rather than a tender offer to Hill
stockholders). The transaction is expected to close in the fourth
quarter of 2022, pending stockholder approval and regulatory
review. The parties have also agreed to work together, if requested
to do so by Hill, in order to provide Hill interim capital to allow
Hill to take advantage of ongoing organic growth opportunities
prior to closing.
About GISIGISI provides the
resources its partner firms may require to gain the competitive
advantage for success. Today, GISI is the largest privately owned
construction manager in the commercial building, industrial and
healthcare markets, and a leading project/construction manager in
the environmental and public infrastructure sectors. Through the
dedicated efforts of our more than 8,500 employees, we generate
annual revenue of approximately US$11 billion, and enjoy project
backlog of more than US$22 billion. Our employee shareholders are
invested in contributing to, and benefitting from, our continued
growth and strong results as we bring our unique value proposition
to our clients and communities in more than 90 countries. Learn
more at www.GISI.com.
About Hill InternationalHill
International, with more than 3,200 professionals in over 100
offices worldwide, provides program management, project management,
construction management, project management oversight, construction
claims, dispute resolution, advisory, facilities management, and
other consulting services to clients in a variety of market
sectors. Engineering News-Record magazine recently ranked Hill as
one of the largest construction management firms in the United
States. For more information on Hill, please visit our website at
www.hillintl.com.
Additional Information About the Merger
and Where to Find It
In connection with the proposed merger, Hill
expects to file a proxy statement (the “Proxy Statement”) as well
as other relevant materials, with the Securities and Exchange
Commission (the “SEC”). This communication is not intended to be,
and is not, a substitute for the proxy statement or any other
document that Hill may file with the SEC in connection with the
proposed transaction. HILL URGES INVESTORS TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors
and security holders may obtain a free copy of the proxy statement
(when available) and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov. Investors may also
obtain, at no charge, the documents filed or furnished to the SEC
by Hill under the “Investors/SEC Filings” section of Hill’s website
at www.hillintl.com.
Participants in the Solicitation of Proxies in
Connection with the MergerThe Company and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the contemplated
transactions. Information regarding Hill’s directors and executive
officers, including a description of their direct and indirect
interests in the contemplated transactions by security holdings or
otherwise, will be contained in the Proxy Statement. Hill’s
stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of
proxies in connection with the contemplated transactions, including
the direct and indirect interests of Hill’s directors and executive
officers in the contemplated transactions, which may be different
than those of the Company’s stockholders generally, by reading the
Proxy Statement and any other relevant documents (including any
registration statement, prospectus, proxy statement and other
relevant materials to be filed with the SEC) that are filed or will
be filed with the SEC relating to the contemplated transactions.
You may obtain free copies of these documents using the sources
indicated above.
Forward Looking Statements
Certain statements contained herein may be
considered "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and it is our
intent that any such statements be protected by the safe harbor
created thereby. When used herein, the words “will”, “would”,
“may,” “could,” “position,” “plan,” “potential,” “designed,”
“continue,” “anticipate,” “believe,” “expect,” “estimate,”
“project,” and “intend” and words or phrases of similar import, as
they relate to the transactions described herein or Hill or GISI or
their respective subsidiaries or Hill’s or GISI’s management, are
intended to identify forward-looking statements. Such statements
reflect known and unknown risks, uncertainties, and assumptions
related to certain factors including, without limitation, changes
in facts and circumstances and other risks, uncertainties and
assumptions concerning merger, including whether the merger will
close, the timing of the closing of the merger, strategic and other
potential benefits of the merger, the ability of the parties to
satisfy the various conditions to the consummation of the merger,
including the outcome of the regulatory reviews of the proposed
merger, the ability of the parties to complete the merger, the
ability of the parties to meet other closing conditions, the
potential effects of the proposed merger, the outcome of legal
proceedings (if any) that may be instituted against Hill, GISI (or
any of its affiliates) and/or others related to the proposed
merger, unexpected costs or unexpected liabilities that may result
from the proposed merger, whether or not consummated, the
possibility that competing offers will be made, the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
which would require Hill to pay a termination fee or other
expenses, effects of disruption from the announcement or pendency
of the merger making it more difficult to maintain relationships
with employees, customers, suppliers, and other business partners,
and risks related to diverting management's attention from Hill’s
ongoing business operations, and other general risks facing Hill’s
business and operations, including with respect to regulatory
submissions, competitive factors, general economic conditions,
customer relations, relationships with vendors, governmental
regulation and supervision, seasonality, distribution networks,
product introductions and acceptance, technological change, changes
in industry practices, onetime events and other factors described
herein including the impact of the coronavirus COVID-19 pandemic on
our operations and financial results, and those risk factors and
other cautionary statements in Hill’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and other filings with the U.S.
Securities and Exchange Commission (the “SEC”). Hill may update
risk factors from time to time in its filings with the SEC,
available on the SEC’s website at www.sec.gov. Based upon changing
conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as
anticipated, believed, estimated, expected, or intended.
Consequently, no forward-looking statements can be guaranteed.
Actual results may vary materially. You are cautioned not to place
undue reliance on any forward-looking statements. You should also
understand that it is not possible to predict or identify all such
factors and as such should not consider the preceding list or the
risk factors to be a complete list of all potential risks and
uncertainties. All such forward-looking statements speak only as of
the date they are made. None of Hill, GISI or any of their
affiliates undertakes any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future developments, subsequent events, circumstances
or otherwise, except as may be required by any applicable
securities laws.
Contacts: |
|
|
|
GISI |
|
Hill International, Inc. |
Media |
|
Elizabeth J. Zipf, LEED AP BP+C |
Gary Sharpe |
|
Senior Vice President |
Sharpe Capital Communications |
|
(215) 309-7707 |
(301) 367-2935 |
|
elizabethzipf@hillintl.com |
gss@sharpecapitalcom.com |
|
|
|
|
|
|
|
The Equity Group, Inc. |
|
|
Devin Sullivan |
|
|
Senior Vice President |
|
|
(212) 836-9608 |
|
|
dsullivan@equityny.com |
Grafico Azioni Hill (NYSE:HIL)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Hill (NYSE:HIL)
Storico
Da Giu 2023 a Giu 2024