Glass Lewis Recommends Washington Group International Stockholders Vote in Favor of Acquisition by URS Corporation
17 Ottobre 2007 - 9:51PM
PR Newswire (US)
BOISE, Idaho, Oct. 17 /PRNewswire-FirstCall/ -- Washington Group
International (NYSE:WNG) today announced that Glass Lewis, a
leading independent proxy advisory firm, recommended that
Washington Group stockholders vote in favor of the proposed
acquisition of Washington Group by URS Corporation (NYSE:URS).
Washington Group stockholders should vote promptly so that their
votes can be counted at the company's Oct. 30, 2007, Special
Meeting of Stockholders. In recommending that Washington Group
stockholders vote to approve the transaction, Glass Lewis stated:
"... the Company continued negotiating with URS for an extended
period of time, resulting in an offer 17.6% higher than URS'
initial bid. Further, we see that the consideration represents an
all-time historical high for the Company's closing stock price
prior to the announcement. Based on these factors and given the
unanimous support of the board, we believe the proposed merger is
in the best interests of shareholders."* "We are very pleased that
Glass Lewis affirmed the unanimous recommendation of Washington
Group's Board of Directors," said Stephen G. Hanks, president and
chief executive officer of Washington Group. "Our Board of
Directors continues to believe 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. As a combined company, we
would have expanded capabilities and be even better positioned to
penetrate important high-growth sectors. In addition, our
stockholders would have an approximately 32% equity interest in the
combined company and thus have a significant share in the future
growth of the combined company." Under the terms of the merger
agreement, as announced on May 28, 2007, Washington Group
stockholders will receive $43.80 in cash and 0.772 shares of URS
common stock for each Washington Group share. Washington Group
noted that due to the equity component of the merger consideration,
the implied value for Washington Group stockholders has increased
by approximately $12 per share, or 15%, since the announcement of
the merger agreement. Stockholders of record as of the close of
business on September 21, 2007, will be entitled to vote on the
proposed merger. "Since approval of the merger agreement requires
the affirmative vote of a majority of all outstanding shares, the
vote of every Washington Group stockholder is important and we
encourage all stockholders to exercise their right to vote," Hanks
said. Washington Group recommends that all of its stockholders vote
"FOR" the proposed merger with URS, consistent with the
recommendations of Washington Group's Board of Directors.
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 . 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/. *
Permission to use quotations from the Glass Lewis report was
neither sought nor obtained. 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., 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
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 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. CONTACT: Investors: Washington
Group International: George H. Juetten, 208-386-5698 or MacKenzie
Partners, Inc.: Daniel H. Burch or Larry Dennedy, 212-929-5239
Media: Washington Group International: Laurie Spiegelberg,
208-386-5255 or Kekst & Co.: Adam Weiner, 212-521-4800
DATASOURCE: Washington Group International CONTACT: investors,
George H. Juetten of Washington Group International,
+1-208-386-5698; or Daniel H. Burch or Larry Dennedy of MacKenzie
Partners, Inc., +1-212-929-5239, for Washington Group
International; or media, Laurie Spiegelberg of Washington Group
International, +1-208-386-5255; or Adam Weiner of Kekst & Co.,
+1-212-521-4800, for Washington Group International Web site:
http://www.wgint.com/
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