URS increases offer for Washington Group; shareholders to vote Nov. 15

By Lisa Kerner

Charlotte, N.C., Nov. 5 - URS Corp. and Washington Group International, Inc. amended their previously announced merger agreement, giving Washington Group shareholders the option to receive cash, stock, or cash and stock for their shares, subject to proration.

The total consideration is now valued at approximately $3.2 billion, or $97.89 per Washington Group share, an 8.5% premium over the initial merger consideration value of $90.20, based on URS' closing price on Nov. 2.

Washington Group stockholders can elect to receive all cash, all stock, or a combination of cash and stock with a consideration value of 0.9 of a share of URS common stock plus $43.80 in cash for each Washington Group share. Washington Group shares and options will be converted into approximately $1.4 billion in cash and approximately 29 million shares of URS common stock.

Both companies' boards of directors unanimously approved the revised merger agreement, according to a news release.

Chairman of the Washington Group board Dennis Washington agreed to exercise all of his beneficially owned stock options for 3.224 million shares, or some 10% of Washington Group stock, and to vote his shares in favor of the revised merger agreement.

"We believe that the recent strong performance of both companies and continued positive outlook for our businesses warrant the increase in our offer," URS chairman and chief executive officer Martin M. Koffel stated in the release.

"However, URS is a disciplined buyer and these terms represent our best and final offer for Washington Group."

Washington Group is a Boise, Idaho, engineering company. URS is an engineering design services company located in San Francisco.

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