GISI and Hill International Complete Strategic Merger

• Merger advances GISI strategic objectives of global diversification and expansion of its consulting platform

• Hill benefits from expanded access to operational expertise and resources to accelerate its growth

• With the addition of Hill to the GISI family of companies, GISI completed five strategic mergers or acquisitions in 2022

• Hill will become a wholly owned subsidiary of GISI in all-cash transaction of approximately US$200 million, or $3.40 per share, plus assumed debt

Global Infrastructure Solutions Inc. (GISI) and Hill International, Inc. (NYSE:HIL) today announced their strategic merger is complete after clearing final regulatory reviews. This merger presents enhanced opportunities for growth in global, for-fee infrastructure consulting markets.

“The completion of our merger with Hill International is GISI’s fifth strategic merger or acquisition during 2022,” said Rick Newman, GISI President and CEO. “Our employee-ownership model differentiates us and is an important feature of our growth, recruitment, and professional development initiatives. As a result, we believe that the GISI family of companies is well positioned to serve the needs of an expanding market requiring more technical and professional expertise than ever before.”

Hill International CEO Raouf Ghali said: “Since our founding in 1976, Hill has grown into an industry-leading program, project, and construction management company. By joining the GISI family of companies, Hill is ready to continue to grow while enhancing the quality of our client services, thanks to GISI’s focus on long-term success.”

Newman added: “Hill’s uniqueness as a for-fee-only program management firm, combined with its technical and managerial expertise, makes the company a welcome addition to the GISI family. We’re excited to bring aboard Raouf and the entire Hill team.”

Initially approved by GISI and Hill boards of directors on August 16, 2022, merger terms were later amended to US$3.40 per share from US$2.85 after receipt of an unsolicited third-party proposal. Hill shareholders representing approximately 72.9% of outstanding common shares approved the combination on November 2. Hill International will continue to serve its customers under the Hill International brand as part of GISI’s Engineering & Consulting Services platform, along with sister companies The LiRo Group, GEI Consultants, J. Roger Preston Limited (JRP), and Asia Infrastructure Solutions.