AECOM announced today the final results of the elections made by the former stockholders of URS Corporation regarding the form of consideration to be received in connection with the merger of URS with and into a wholly owned subsidiary of AECOM, which became effective on Oct. 17, 2014.
Pursuant to the terms of the merger agreement signed on July 11, 2014, former URS stockholders were entitled to elect to receive, in exchange for each share of URS common stock held, either shares of AECOM common stock or cash consideration with a value equal to approximately US$53.9910, subject to proration in the event cash was oversubscribed or undersubscribed.
The final results of the elections made by former URS stockholders are as follows:
- Holders of 24,288,589 URS shares, or approximately 35.4% of the outstanding URS shares, made valid elections to receive shares of AECOM stock.
- Holders of 32,133,899 URS shares, or approximately 46.9% of the outstanding URS shares, made valid elections to receive cash.
- Holders of 12,173,422 URS shares, or approximately 17.7% of the outstanding URS shares, did not make an election or were deemed not to have made a valid election.
The cash component of the aggregate merger consideration is fixed at US$2,257,950,321. Each URS share for which a valid election was made to receive cash will receive US$53.9910 in cash. Each URS share for which a valid election was made to receive AECOM stock will receive 1.8879 shares of AECOM common stock. Pursuant to the proration formula set forth in the merger agreement, former URS stockholders who did not make an election or were deemed not to have made a valid election will receive approximately US$42.9632 in cash and .3856 AECOM shares for each URS share for which no valid election was made. No fractional shares of AECOM stock will be issued; in lieu of fractional shares, former URS stockholders will receive cash.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Moelis & Company LLC acted as financial advisors, and Gibson, Dunn & Crutcher LLP acted as legal counsel to AECOM.
With nearly 100,000 employees — including architects, engineers, designers, planners, scientists and management and construction services professionals — serving clients in more than 150 countries around the world following the acquisition of URS, AECOM is a premier, fully integrated infrastructure and support services firm. AECOM is ranked as the #1 engineering design firm by revenue in Engineering News-Record magazine’s annual industry rankings. The company is a leader in all of the key markets that it serves, including transportation, facilities, environmental, energy, oil and gas, water, high-rise buildings and government. AECOM provides a blend of global reach, local knowledge, innovation and technical excellence in delivering solutions that create, enhance and sustain the world’s built, natural and social environments. A Fortune 500 company, AECOM companies, including URS, had revenue of $19.2 billion during the 12 months ended June 30, 2014. More information on AECOM and its services can be found at live-aecom.pantheonsite.io.
Source: AECOM Technology Corporation
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