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News Breaks
July 13, 2014
13:54 EDTURS, ACMAECOM Technology to acquire URS for $56.31 per share
AECOM Technology (ACM) and URS (URS) announced the execution of a definitive agreement under which AECOM will acquire all outstanding shares of URS for a combination of cash and stock valued at approximately $4B or $56.31 per URS share, based on the AECOM closing share price as of July 11. Including the assumption of URS debt, the total enterprise value of the transaction is approximately $6B. The combined company will be a leading, fully integrated infrastructure and federal services provider with more than 95,000 employees in 150 countries. It would have calendar year 2013 pro forma revenues of more than $19B and EBITDA of approximately $1.3B. AECOM will pay $56.31 per URS share, based on AECOMís closing price on July 11, representing a premium of 19% over the trailing 30-day average closing price of URS shares ending July 11. URS stockholders will receive per share consideration equal to $33 in cash and 0.734 shares of AECOM common stock for each URS share. URS stockholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription. The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of approximately 59% cash and 41% AECOM common shares. The stock portion of the consideration is expected to be tax-free to URS stockholders. AECOM expects the combination to be accretive to its GAAP earnings per share and more than 25% accretive to its cash earnings per share in fiscal year 2015, excluding transaction-related costs. AECOM also expects annual cost synergies of $250M, nearly all of which it expects to achieve by the end of fiscal year 2016. These synergy expectations are based on the due diligence and planning that have already been conducted. Including the realization of expected synergies, the approximately $6B enterprise value of the transaction is less than 7x pro forma 2015 URS EBITDA. The terms of the definitive agreement have been unanimously approved by the Boards of Directors of both companies. The transaction is subject to customary closing conditions, including regulatory approvals, approval by URS stockholders of the merger agreement, and the approval by AECOM stockholders of the issuance of shares in the transaction. The transaction is expected to close in October 2014. AECOM also announced that it continues to target diluted earnings per share in the lower end of its range of $2.50 to $2.60 for fiscal year 2014, excluding transaction-related costs. It also still anticipates that its third-quarter EPS will be approximately 25% of its full-year results. The companyís backlog continues to grow sequentially and year over year, and remains at record levels.
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