Washington Group investor urges stockholders to reject URS merger

By Lisa Kerner

Charlotte, N.C., Sept. 28 - Washington Group International Inc. investors led by Greenlight Capital, Inc., in a letter to the company's board, said a recent meeting with Goldman Sachs failed to shed additional light on the proposed acquisition of the company by URS Corp.

Goldman Sachs is Washington Group's financial adviser. The letter was included in a schedule 13D filing with the Securities and Exchange Commission.

"Our meeting on August 29, 2007 with Goldman Sachs was unusual. Presuming the meeting was intended to help us become better informed, we were surprised the Goldman bankers brought no documents or notes with them. They did not offer us their business cards, nor even introduced themselves with their first and last names," the letter stated.

Greenlight felt it was accused by Goldman Sachs of presenting earnings estimates above management's.

According to Greenlight, Goldman Sachs suggested that if the merger is voted down, Washington Group's stock might fall. "They appeared to be taunting us with the potential for short-term poor investment performance," the letter said.

In closing, Greenlight said its opinion remains unchanged "that Washington Group's substantial growth prospects are not being adequately compensated in the proposed merger consideration" and urged fellow stockholders to reject the merger as proposed. Greenlight and the reporting persons own 2,917,400 shares, or 10%, of Washington Group's stock.

On May 29, URS agreed to acquire Washington Group in a cash and stock transaction valued at approximately $2.6 billion.

It was previously reported that Washington Group stockholders will receive $43.80 in cash and 0.772 of a share of URS common stock for each Washington Group share.

URS and Washington Group will hold separate stockholder meetings on Oct. 30 to vote on the merger of the two companies. The acquisition is slated to close in early November.

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

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