Gloucester, MA-April 12, 2007-Daniel Ottenheimer, president and founder of Mill River Consulting was recently selected as the “Sanitarian of the Year” by the Massachusetts Environmental Health Association (MEHA). Mr. Ottenheimer was the recipient of the Robert C. Periello Memorial Award at MEHA’s Educational Conference in Boxborough, Massachusetts on January 10th, 2007. The award was created to honor an individual who has contributed significantly to the improvement of the field of environmental health. This covers topics such as wastewater, drinking water, food safety, and other public health responsibilities. Mr. Ottenheimer has achieved the highest level of licensure in Massachusetts for an environmental health professional?Registered Sanitarian?and also possesses an equivalent national certificate. MEHA is the state affiliate of the National Environmental Health Association, the leading resource for public and private sector public health professionals.
Mill River Consulting specializes in on-site wastewater design, engineering, surveying, permitting and inspection to municipalities, individuals and landowners. For businesses and municipalities, Mill River also offers strategic planning, mapping, and data base development.
Mabbett & Associates, Inc. (M&A;), Bedford, Massachusetts, Environmental Consultants & Engineers, was recently awarded a year-long contract with the Otis Air National Guard 102nd Fighter Wing located on the Massachusetts Military Reservation. Services provided under the contract include: environmental emissions tracking and reporting, management of environmental programs including air, asbestos, PCB, etc., permit compliance, and environmental management office special project support, etc.
M&A; is a nationally recognized and award winning Service Disabled Veteran Owned Small Business (SDVOSB) that has performed much of its work over the past twenty-seven years for private sector clients such as General Electric, Thermo Fischer Scientific, Bodycote Thermal Processing, Solo Cup, New England Art Publishers, Borg Warner, and Children’s Hospital Boston. The firm has performed aggressive outreach during the past two years to expand its services to Federal customers in response to the growing need for SDVOSB contractors to meet Federal contracting goals. A Federal Services group was launched by the firm in 2006 and allows Federal agencies better access to M&A;’s depth of services. M&A; was also recently awarded a GSA schedule.
The firm currently serves the U.S. Department of Veterans Affairs at multiple facilities in New England and recently served the U.S. Naval Facilities Engineering Command and the U.S. Army Corps of Engineers. M&A; was also recently awarded a large contract with the U.S. Environmental Protection Agency under the REPA program.
In recognizing the significance of the contract with Otis, Arthur N. Mabbett, President noted “We are very excited and proud to serve Otis ANG. We believe that our responsiveness, technical capabilities, proven track record, and experienced staff including former active duty Air Force Bioenvironmental Engineering Officer Susan S. Smits who will serve as the Senior Project Manager and National Guardsmen-Environmental Engineer Jody Freitas of the firm will serve the Otis mission well.”
M&A; is an award-winning firm and provides integrated multi-disciplinary consulting and engineering services in waste minimization/pollution prevention, site assessment and restoration, environmental pollution control, environmental compliance, occupational safety and health, and training to industry, commercial enterprise, and public agencies. For more information regarding M&A;, visit the firm’s website.
On July 19-20 in San Francisco, CA, The Institute for Professional and Executive Development, Inc. (IPED) will present Green Homes and Sustainable Communities 2007: The Annual National Symposium on Green Affordable Housing & Community Development. This two-day conference will focus on key concepts and principles of green design, building and site development; costs and benefits of sustainable new construction and rehabilitation; practical experiences and lessons learned from green building projects; tax credits and other financial tools and incentives for “going green”; and federal, state and local public policy trends, all particularly geared toward affordable housing and community development projects.
On July 25-27 in Santa Fe, NM, The Institute for Professional and Executive Development, Inc. (IPED) will present Financing Wind Power: The Future of Energy. This two-day conference with optional pre-conference seminar will focus on wind finance basics; legislation and policies affecting wind energy; regulatory roadblocks and site concerns; best practices for financing, warranties, debt and tax structuring; issues and tactics for locally owned, locally beneficial wind projects; and methods for raising funds to fuel wind energy companies.
San Francisco, CA and Boise, ID-May 28, 2007-URS Corporation (NYSE: URS) and Washington Group International, Inc. (NYSE: WNG) today announced that they have signed a definitive agreement for the acquisition of Washington Group by URS in a cash and stock transaction valued at approximately $2.6 billion. The transaction will combine two world-class engineering and construction companies, expand the capabilities of both firms and capitalize on their positions in important high growth sectors, including power, infrastructure and environmental management.
The companies’ combined 2006 revenues would have been $7.6 billion, the fourth highest among U.S. publicly-traded engineering and construction companies. Based on previously issued guidance, the companies would have combined 2007 revenues of approximately $8.6 billion. In addition, the companies would have had combined 2006 EBITDA of $425 million and total backlog exceeding $11 billion, as of March 31, 2007. The combined company would have projects in over 50 countries and more than 54,000 employees.
The combined company will offer a full range of engineering, construction, operations and maintenance services for both fossil fuel and nuclear power plants globally. The combined company also will have one of the largest teams of nuclear scientists and engineers in the industry, as well as a leading nuclear decommissioning and remediation business, enabling it to meet the anticipated resurgence in the nuclear energy market. In the infrastructure market, the combined entity will be positioned to meet growing demand for comprehensive services on large, complex transportation and water/wastewater projects around the world. In addition, the combined company is expected to be a major contractor to the federal government, including a top five provider of technical services to the U.S. Department of Defense and a top provider of engineering, management and environmental services to the U.S. Department of Energy.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Washington Group stockholders will receive $43.80 in cash and 0.772 shares of URS common stock for each Washington Group share. Based on the closing price of URS’ stock on May 25, 2007, the last trading day prior to the announcement, the consideration is valued at $80.00 per Washington Group share, with an implied consideration mix of 55% in cash and 45% in stock. The current value of the consideration represents a premium of approximately 14% to the May 25, 2007 closing price of Washington Group shares. The transaction is intended to allow the portion of consideration received in URS stock to be tax-free to Washington Group stockholders. URS stockholders will retain their shares following the consummation of the transaction. Upon completion of the transaction, Washington Group stockholders would own approximately 31% of the combined company. The combined company will be called URS Corporation.
Martin M. Koffel, Chairman and Chief Executive Officer of URS, said, “URS has a history of anticipating change in the industry, and this transaction is the next logical step in building for future growth. Through this combination, both companies will be better positioned to capture growth from favorable trends across the engineering and construction sectors, including the increased investment in infrastructure projects, the focus on emissions reduction and energy independence in the power market, and the increased use of outsourcing by federal agencies, such as the U.S. Departments of Defense and Energy. Together, we will have the resources to meet increasing client demand for a single firm that can provide the full range of engineering and construction services required for large, complex projects in these high growth markets, both in the United States and abroad. In addition, our clients will benefit from the combined firm’s expanded capabilities in the oil and gas, industrial process, facilities design and management, mining and homeland security sectors.”
Mr. Koffel continued, “The transaction is an exceptional opportunity that offers significant benefits for both URS and Washington Group stockholders. The combination is expected to enhance URS’ financial performance, including our revenue growth, long-term profitability and cash flow. In addition, the combined company’s diversified revenue and client base – together with a backlog in excess of $11 billion – is expected to provide the stability and consistency of earnings that is a hallmark of URS.”
Stephen G. Hanks, Chief Executive Officer of Washington Group, said, “This transaction will create a new leader in the engineering and construction industry that will deliver superior value to our stockholders, customers and employees over the long term. The increased scale and resources of the combined company, including URS’ significant design resources, will further support our ability to compete for new opportunities in high growth markets. The combined company also will have a significant presence in the anticipated resurgence of the nuclear industry, including fuel sourcing, enrichment, power generation and spent fuel reprocessing and disposition.”
Mr. Hanks continued, “We have great respect for the URS team, our businesses complement each other, and we have highly compatible cultures. The employees of both companies will enjoy the benefits of being part of a robust global organization, with a diverse portfolio of businesses and services and broad career opportunities. I look forward to working with Martin and his team to deliver on the tremendous potential of the combined company.”
Dennis Washington, Chairman of the Washington Group Board of Directors, stated, “I strongly support the transaction with URS, which I believe will be beneficial to our stockholders, customers, employees and other constituencies.” Mr. Washington beneficially owns stock options currently exercisable for approximately 3.2 million shares of Washington Group common stock.
URS expects to achieve annual pre-tax cost synergies of $50 million to $55 million in 2008. URS also expects the transaction to be accretive to cash EPS in 2008 and beyond, neutral to accretive to GAAP EPS in 2008, and accretive to GAAP EPS in 2009 and beyond, not including revenue synergies expected through the combination. In addition, the combined company should be able to benefit from Washington Group’s significant favorable tax attributes.
URS has received a firm commitment from Wells Fargo and Morgan Stanley to provide debt financing for the cash portion of the transaction, subject to customary conditions. The transaction is not conditioned on financing and is expected to close in the second half of 2007. Following the close of the transaction, URS is expected to have approximately $1.5 billion in debt and a debt-to-total capital ratio of approximately 37%.
Said Mr. Koffel, “We have a proven track record of successfully integrating large acquisitions and managing our strong cash flows to pay down debt aggressively. We are committed to deleveraging and maintaining balance sheet flexibility.”
The transaction is subject to the approval of the merger agreement by Washington Group stockholders, the approval of URS’ issuance of shares in the transaction by URS stockholders, regulatory approvals and customary closing conditions. Martin M. Koffel will remain CEO of the combined company. Upon completion of the transaction, one current member of the Washington Group Board of Directors will join an expanded URS Board of Directors.
Morgan Stanley acted as lead financial advisor to URS and Latham & Watkins and Cooley Godward Kronish LLP served as URS’ legal counsel. UBS also advised URS on the transaction. Goldman Sachs acted as financial advisor to Washington Group and Wachtell, Lipton, Rosen & Katz and Jones Day served as Washington Group’s legal counsel.
Additional information about this transaction is available online.
URS and Washington Group hosted a joint conference call Tuesday, May 29, 2007, at 8:30 a.m. EDT to discuss the transaction. A replay of the conference call will be available beginning the afternoon of Tuesday, May 29, 2007, and can be accessed by dialing 888-203-1112 from within the United States or 719-457-0820 from outside of the United States. The passcode for the replay is 1070746. A slide presentation and live audio webcast of the call will be available at www.urswng.com.
About URS
URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 29,500 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries.
About Washington Group International
Washington Group International 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 more than $3 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.
THE WOODLANDS, Texas – (BUSINESS WIRE) – CB&I; (NYSE:CBI) has been awarded a contract to add capacity to National Grid’s liquefied natural gas (LNG) import terminal at the Isle of Grain. This new expansion contract, with a value of approximately $500 million, will increase the terminal’s capacity by 700 million cubic feet per day to 2.1 billion cubic feet per day. The facility, located about 40 miles east of central London, is owned and operated by National Grid Grain LNG Ltd., a subsidiary of National Grid plc.
Under this expansion contract, CB&I; will construct a new jetty capable of berthing LNG carriers with capacity up to 265,000 cubic meters and with an unloading rate of 12,000 cubic meters per hour. The work scope also includes construction of another 190,000 cubic meter full containment LNG storage tank and new gas processing facilities. This work is scheduled to be completed in 2010.
CB&I; has engineering, procurement and construction (EPC) responsibility for the current expansion project at the Grain LNG terminal, which includes three 190,000 cubic meter full containment tanks, a control and administration facility and associated systems. This phase is approximately 65 percent complete and on target to achieve first export on schedule in the Fall of 2008. With the addition of the third phase, National Grid’s Grain LNG terminal is expected to supply about 18 percent of forecasted UK natural gas demand.
CB&I; executes more than 500 projects each year and is one of the world’s leading engineering, procurement and construction companies, specializing in projects for customers that produce, process, store and distribute the world’s natural resources. With more than 60 locations and approximately 13,000 employees throughout the world, CB&I; capitalizes on its global expertise and local knowledge to safely and reliably deliver projects virtually anywhere. Information about CB&I; is available at www.CBI.com.
