Los Angeles — AECOM Technology Corporation and URS Corporation announced on Oct. 16 the preliminary results of the elections made by URS stockholders regarding the form of merger consideration to be received in AECOM’s pending acquisition of URS.
As previously announced on July 11, 2014, AECOM entered into an Agreement and Plan of Merger to acquire URS. Pursuant to the terms of the merger agreement, URS stockholders were entitled to elect to receive, for each share of URS common stock held, either shares of AECOM common stock or cash consideration with a value equal to the sum of (i) .734 multiplied by the average of the closing sales prices on the New York Stock Exchange for AECOM common stock during the five trading days ending the day before the completion of the merger and (ii) US$33.00, subject to proration in the event cash is oversubscribed or undersubscribed.
Based on available information as of the election deadline of 2 p.m. Pacific Time on Oct. 15, 2014, the preliminary election results were:
Holders of 24,225,337 URS shares, or approximately 35.3 percent of the outstanding URS shares, elected to receive shares of AECOM stock (which includes 3,186,258 shares that made elections pursuant to guaranteed delivery procedures).
Holders of 32,760,392 URS shares, or approximately 47.8 percent of the outstanding URS shares, elected to receive cash (which includes 6,500,334 shares that made elections pursuant to guaranteed delivery procedures).
Holders of 11,610,181 URS shares, or approximately 16.9 percent of the outstanding URS shares, did not make an election.
URS stockholders electing to receive AECOM stock are expected to be prorated and receive a combination of shares of AECOM stock and cash for their URS shares. No fractional shares of AECOM stock will be issued, and URS stockholders will receive cash in lieu of fractional shares.
After the final results of the election process are determined, the final merger consideration, and the allocation of the merger consideration, will be computed using the formula set forth in the merger agreement. A press release announcing the final merger consideration will be issued after the final consideration is determined.
The parties are awaiting the approval of the proposed merger and the related stock issuance from the stockholders of URS and AECOM, respectively, at special stockholder meetings to be held later this morning. AECOM and URS expect to receive such approvals today, at these meetings, and close the merger on Oct. 17, 2014.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Moelis & Company LLC are acting as financial advisors and Gibson, Dunn & Crutcher LLP is acting as legal counsel to AECOM. Citigroup Global Markets Inc and Dean Bradley Osborne Partners LLC are acting as financial advisors and Wachtell, Lipton, Rosen & Katz and Cooley LLP are acting as legal counsel to URS.