• Creates industry-leading E&C company with broad global reach and enhanced ability to deliver integrated services to clients
• Accelerates AECOM’s strategy of offering an integrated-delivery model by adding key capabilities and expertise in markets including construction, oil & gas, power and government services
• Expected to realize US$250 million in annual cost-saving synergies, nearly all of which will be achieved by the end of fiscal year 2016
• Expected to be accretive to AECOM’s GAAP earnings per share and more than 25% accretive to AECOM’s cash earnings per share in FY2015, excluding transaction-related costs
• Transaction enterprise value of approximately US$6 billion
AECOM and URS Corporation today announced the execution of a definitive agreement under which AECOM will acquire all outstanding shares of URS for a combination of cash and stock valued at approximately US$4 billion or US$56.31 per URS share, based on the AECOM closing share price as of July 11, 2014. Including the assumption of URS debt, the total enterprise value of the transaction is approximately US$6 billion.
The combined company will be a leading, fully integrated infrastructure and federal services provider with more than 95,000 employees in 150 countries. It would have calendar year 2013 pro forma revenues of more than US$19 billion and EBITDA of approximately US$1.3 billion.(1)
“This combination creates an industry leader with the ability to deliver more capabilities from a broad global platform to reach more clients in more industry end markets,” said Michael S. Burke, AECOM president and chief executive officer. “Clients, employees and stockholders of both companies will benefit from the opportunities created by these expanded capabilities, broad global reach in key growth markets and economies of scale. In one step, we will dramatically accelerate our strategy of creating an integrated delivery platform with superior capabilities to design, build, finance and operate infrastructure assets around the world.”
Martin M. Koffel, chairman and chief executive officer of URS, stated, “This is a compelling strategic combination that we believe will benefit our clients, stockholders and employees. URS stockholders will receive significant, immediate value from the transaction and will be able to participate in the future prospects of the combined company, which we expect will be better positioned to compete for major, complex projects across a diverse range of end markets and geographic regions.”
Koffel continued, “Our two businesses are complementary, and our cultures are highly compatible. We anticipate that employees from the combined company will benefit as the organization integrates its leadership talent and capitalizes on its greater scale to invest in its people, improve their career opportunities and advance their capacity to compete globally.”
Terms of the Transaction
AECOM will pay US$56.31 per URS share, based on AECOM’s closing price on July 11, 2014, representing a premium of 19% over the trailing 30-day average closing price of URS shares ending July 11, 2014. URS stockholders will receive per share consideration equal to US$33.00 in cash and 0.734 shares of AECOM common stock for each URS share. URS stockholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription. The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of approximately 59% cash and 41% AECOM common shares. The stock portion of the consideration is expected to be tax-free to URS stockholders.
AECOM stockholders will retain their shares following the consummation of the transaction. Upon completion of the transaction, URS stockh…