DALLAS, Dec. 13, 2017 /PRNewswire/ -- Jacobs Engineering
Group Inc. (NYSE:JEC) and CH2M HILL Companies, Ltd. today announced
that, based on a preliminary vote tally from the special meeting of
CH2M stockholders held on December 13,
2017, CH2M stockholders approved the proposal pursuant to
which Jacobs will acquire CH2M pursuant to a reverse subsidiary
merger. The preliminary results show that approximately
95.57% of the outstanding shares of CH2M common stock and CH2M
preferred stock (on an as-converted basis) voted in favor of the
merger.
Jacobs and CH2M also announced the preliminary results of the
elections made by the stockholders of CH2M as to the form of merger
consideration they wish to receive in connection with the
merger.
Each CH2M stockholder was entitled to elect one of the following
forms of merger consideration for each share of CH2M common stock
and CH2M preferred stock (on an as-converted basis) held by such
stockholder as of December 15, 2017,
subject to the proration and adjustment procedures described below,
(i) a combination of $52.85 in cash
and 0.6677 shares of Jacobs common stock (the "Mixed Election
Consideration"); (ii) $88.08 in cash
(the "Cash Election Consideration"); or (iii) 1.6693 shares of
Jacobs common stock (the "Stock Election Consideration").
Based on preliminary information following the election deadline
of, 5:00 p.m., Eastern Time, on
December 12, 2017, the preliminary
merger consideration election results were as follows:
- Holders of approximately 2,884,648 CH2M shares, or
approximately 9.3% of the outstanding CH2M shares, made valid
elections to receive the Mixed Election Consideration.
- Holders of approximately 6,686,168 CH2M shares, or
approximately 21.5% of the outstanding CH2M shares, made valid
elections to receive the Cash Election Consideration.
- Holders of approximately 20,790,913 CH2M shares, or
approximately 66.8% of the outstanding CH2M shares, made valid
elections to receive the Stock Election Consideration.
- Holders of approximately 746,914 CH2M shares, or approximately
2.4% of the outstanding CH2M shares, did not make an election or
were deemed not to have made a valid election, and were treated as
if they had elected to receive the Mixed Election
Consideration.
As provided in the Merger Agreement, dated as of August 1, 2017, between Jacobs and CH2M, CH2M
stockholders who elected to receive the Cash Election Consideration
or the Stock Election Consideration are subject to proration to
ensure that the aggregate number of shares of Jacob Common Stock to be issued by Jacobs in the
merger and the aggregate amount of cash to be paid in the merger
will be the same as if all applicable CH2M stockholders received
the Mixed Election Consideration.
The foregoing results are preliminary only, and final certified
results are not expected to be available until following closing of
the merger. Based on the preliminary results described above,
it is expected that CH2M stockholders who elected the Stock
Election Consideration will be subject to proration.
About Jacobs
Jacobs is one of the world's largest and most diverse providers
of full-spectrum technical, professional and construction services
for industrial, commercial and government organizations globally.
The company employs over 54,000 people and operates in more than 25
countries around the world. For more information, visit
www.jacobs.com.
About CH2M
CH2M leads the professional services industry delivering
sustainable solutions benefiting societal, environmental and
economic outcomes with the development of infrastructure and
industry. In this way, CH2Mers make a positive difference providing
consulting, design, engineering and management services for clients
in water; environment and nuclear; transportation;
energy and industrial markets, from iconic infrastructure
to global programs like the Olympic Games. Ranked among the World's
Most Ethical Companies and top firms in environmental consulting
and program management, CH2M in 2016 became the first professional
services firm honored with the World Environment Center Gold Medal
Award for efforts advancing sustainable development.
Contacts
Jacobs
Investors:
|
Jonathan
Doros
|
|
817 239
3457
|
|
jonathan.doros@jacobs.com
|
Media:
|
Salim
Rahimi
|
|
214.583.8428
|
|
salim.rahimi@jacobs.com
|
CH2M
Lorrie Paul Crum
303.525.2916
lorrie.crum@ch2m.com
Additional Information and Where to Find It
In
connection with the proposed acquisition of CH2M by Jacobs pursuant
to the terms of an Agreement and Plan of Merger by and among CH2M,
Jacobs and Basketball Merger Sub Inc., Jacobs filed with the
Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-4 (the "Form S-4") on September 19, 2017 and Amendment No. 1 to the
Form S-4 on October 24, 2017 and
Amendment No. 2 to the Form S-4 on November
8, 2017, which filings contain a proxy statement of
CH2M and a prospectus of Jacobs. The Form S-4 (as amended) was
declared effective on November 9,
2017, and the definitive proxy statement/prospectus was
mailed or otherwise disseminated to CH2M's stockholders beginning
on November 10, 2017. Investors
may obtain free copies of the current proxy statement/prospectus,
as well as other filings containing information about Jacobs and
CH2M, without charge, at the SEC's Internet website
(http://www.sec.gov). Copies of these documents may also be
obtained for free from the companies' websites at www.jacobs.com or
www.ch2m.com
No Offer or Solicitation
This document relates to a
proposed business combination between Jacobs and CH2M. This
document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This document is not a
substitute for the proxy statement/prospectus or any other document
that Jacobs may file with the SEC in connection with the proposed
transaction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements
contained in this document constitute forward-looking statements as
such term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and such statements are intended to be covered by the
safe harbor provided by the same. Statements made in this
document that are not based on historical fact are forward-looking
statements, including statements regarding whether and when the
proposed transaction between Jacobs and CH2M will be consummated
and the anticipated benefits thereof. Although such statements are
based on management's current estimates and expectations, and
currently available competitive, financial, and economic data,
forward-looking statements are inherently uncertain, and you should
not place undue reliance on such statements as actual results may
differ materially. We caution the reader that there are a variety
of risks, uncertainties and other factors that could cause actual
results to differ materially from what is contained, projected or
implied by our forward-looking statements. The potential risks and
uncertainties include, among others, the possibility that CH2M may
be unable to obtain required stockholder approval or that other
conditions to closing the transaction may not be satisfied, such
that the transaction will not close or that the closing may be
delayed; general economic conditions; the possibility of unexpected
costs, liabilities or delays in connection with the transaction;
risks that the transaction disrupts current plans and operations of
the parties to the transaction; the ability to recognize the
benefits of the transaction; the amount of the costs, fees,
expenses and charges related to the transaction and the actual
terms of any financings that will be obtained for the transaction;
the outcome of any legal proceedings related to the transaction;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement. For a
description of some additional factors that may occur that could
cause actual results to differ from forward-looking statements see
the proxy statement/prospectus, Jacobs' Annual Report on Form 10-K
for the period ended September 29,
2017 and CH2M's Annual Report on Form 10-K for the period
ended December 30, 2016, and in
particular the "Risk Factors" discussions thereunder as well as
Jacobs' and CH2M's other filings with the Securities and Exchange
Commission. Neither Jacobs nor CH2M is under any duty to
update any of the forward-looking statements after the date of this
document to conform to actual results, except as required by
applicable law.
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SOURCE CH2M