The Board of Scott Wilson Group plc is recommending shareholders to accept a cash offer by Universe Bidco Limited - a wholly owned subsidiary of URS Corporation.
The boards of directors of Scott Wilson and URS announced this morning that they have reached agreement on the terms of a recommended cash offer for Scott Wilson. Under the terms of the Offer, Scott Wilson is valued at approximately £161 million.
The directors of Scott Wilson said that they considered the terms of the Offer to be fair and reasonable and intended unanimously to recommend that Scott Wilson Shareholders vote in favour of the Scheme.
Commenting on the Offer, Geoff French, Chairman of Scott Wilson, said:
"The board is recommending the Offer because it believes that it represents a compelling proposition for Scott Wilson's shareholders, customers and employees.
"The board of Scott Wilson considers that the Offer, at a price of 210 pence per Scott Wilson Share in cash, provides a compelling opportunity for Scott Wilson Shareholders to realise a significant premium in cash, and reflects the underlying value of Scott Wilson.
"As part of an enlarged and global group, our employees will be able to participate in larger and more complex projects as well as benefit from further investment in new areas of expertise and international markets where Scott Wilson has already established strong foundations. Our customers will benefit from having access to an enlarged global footprint and an ability to service their needs across a wider range of services and sectors.
"In an increasingly global marketplace, the board believes that a combination with URS will significantly enhance Scott Wilson's future prospects and we are excited about our future together."
Martin Koffel, Chairman and Chief Executive Officer of URS, said:
"The proposed acquisition of Scott Wilson is a compelling transaction for URS and an important step forward in our strategy to expand our capabilities in the UK infrastructure market and in other key regions around the world. Upon completion of this transaction, we expect URS would be among the top ten UK engineering firms by revenue, with the added scale and expertise to perform infrastructure assignments that are among the largest and most complex in the country.
Outside of the UK, Scott Wilson's offices in Warsaw, Hong Kong, New Delhi and Dubai provide a strong complement to URS's locations in Frankfurt, Paris, Madrid, Milan, Shanghai, Sydney and Toronto, further expanding our geographic footprint and ability to support public and private sector clients worldwide.
"Scott Wilson's market sectors are also well aligned with URS's existing focus. In addition to its strong infrastructure practice, Scott Wilson is well positioned in the environment and natural resources sectors, including the nuclear power market, which is a key area of strength for URS."
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