Hill International, Inc. (NYSE:HIL) (“Hill” or the “Company”),
delivering the infrastructure of change, announced today it has
entered into a definitive merger agreement with Global
Infrastructure Solutions Inc. (GISI), the largest privately owned
construction manager in the commercial building, industrial and
healthcare markets, and a leading project/construction manager in
the environmental and public infrastructure sectors.
Under the terms of the merger agreement, GISI
will commence an all-cash tender offer to acquire 100% of the
issued and outstanding shares of Hill for $2.85 in cash per share,
representing a premium of 62.8% to Hill’s closing share price on
August 16, 2022. Following the successful completion of the tender
offer, GISI will acquire all remaining shares not tendered in the
tender offer through a second-step merger at the same price, making
Hill a privately held company under the GISI banner. The
transaction values Hill International share capital at $173
million.
Hill International CEO Raouf Ghali said of the
decision to join GISI: “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
will be well-positioned to continue to take advantage of the
opportunities the industry offers while concurrently enhancing the
quality of our client services thanks to GISI’s focus on long-term
success.”
“We are confident this decision aligns with
Hill’s mission and brings value to our clients, our professionals,
and our investors,” Ghali added. ”And I would personally like to
thank our Board of Directors for their confidence and support in
our management team during my tenure as CEO of our company.”
GISI President and Chief Executive Officer Rick
Newman stated: “Hill International has been a leader in the
program, project, and construction management space for nearly 50
years, delivering infrastructure projects from New York City to Abu
Dhabi and everywhere in between. Their uniqueness as a for-fee-only
management firm, combined with their 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.”
The transaction was unanimously approved by
Hill’s Board of Directors.
The transaction is expected to close in the
fourth quarter of 2022, subject to satisfaction of certain
conditions, including the tender of shares representing at least a
majority of the total number of Hill’s outstanding shares, receipt
of required antitrust clearance, and other customary conditions.
Engine Capital, which holds approximately 10% of the common shares
outstanding, has agreed to tender their shares in the offering.
Closing of the transaction is not subject to a financing condition.
The merger agreement contemplates that the parties may elect to
effectuate the transaction as a one-step merger, in which case Hill
would seek stockholder approval of the transaction, instead of as a
tender offer followed by a second-step merger. Upon completion of
the transaction, Hill’s shares will no longer trade on the New York
Stock Exchange.
Hill was assisted on the transaction by financial advisor
Houlihan Lokey and legal advisor Duane Morris LLP. GISI was
assisted on the transaction by financial advisor UBS Investment
Bank and legal advisor Cooley LLP.
About Hill International
Hill International, with more than 3,200
professionals in over 100 offices worldwide, provides program
management, project management, construction management, project
management oversight, construction claims, dispute resolution,
advisory, facilities management, and other consulting services to
clients in a variety of market sectors. Engineering News-Record
magazine recently ranked Hill as one of the largest construction
management firms in the United States. For more information on
Hill, please visit our website at www.hillintl.com.
About Global Infrastructure Solutions Inc.
(GISI)
GISI provides the resources its partner firms may require to
gain the competitive advantage for success. Today, GISI is the
largest privately owned construction manager in the commercial
building, industrial and healthcare markets, and a leading
project/construction manager in the environmental and public
infrastructure sectors. Through the dedicated efforts of our more
than 8,500 employees, we generate annual revenue of approximately
US$11 billion, and enjoy project backlog of more than US$23
billion. Our employee shareholders are invested in contributing to,
and benefitting from, our continued growth and strong results.
Learn more at www.GISI.com.
Additional Information About the
Transaction and Where to Find It
The tender offer for shares of common stock of
Hill International, Inc. (“Hill”) described in this communication
(the “Offer”) has not yet commenced. This communication is for
informational purposes only and is neither a recommendation, nor an
offer to purchase nor a solicitation of an offer to sell any shares
of the common stock of Hill or any other securities. On the
commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the U.S.
Securities and Exchange Commission (“SEC”) by Global Infrastructure
Solutions Inc. (“GISI”) and Liberty Acquisition Sub, Inc. (“Merger
Sub”), and a Solicitation/Recommendation Statement on Schedule
14D-9 will be filed with the SEC by Hill. The offer to purchase
shares of Hill common stock will only be made pursuant to the Offer
to Purchase, the letter of transmittal and related documents filed
as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE
TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security
holders may obtain a free copy of these statements (when available)
and other documents filed with the SEC at the website maintained by
the SEC at www.sec.gov or by directing such requests to the
Information Agent for the Offer, which will be named in the tender
offer statement. Investors may also obtain, at no charge, the
documents filed or furnished to the SEC by Hill under the
“Investors/SEC Filings” section of Hill’s website at
www.hillintl.com.
Forward Looking Statements
Certain statements contained herein may be
considered "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and it is our
intent that any such statements be protected by the safe harbor
created thereby. When used herein, the words “will”, “would”,
“may,” “could,” “position,” “plan,” “potential,” “designed,”
“continue,” “anticipate,” “believe,” “expect,” “estimate,”
“project,” and “intend” and words or phrases of similar import, as
they relate to the offer or Hill or its subsidiaries or Hill’s or
GISI’s management, are intended to identify forward-looking
statements. Such statements reflect known and unknown risks,
uncertainties, and assumptions related to certain factors
including, without limitation, changes in facts and circumstances
and other risks, uncertainties and assumptions concerning the offer
and the subsequent merger, including whether the offer and the
subsequent merger will close, the timing of the closing of the
offer and subsequent merger, strategic and other potential benefits
of the transactions, the ability of the parties to satisfy the
various conditions to the consummation of the offer or the
subsequent merger, including the outcome of the regulatory reviews
of the proposed transaction, the percentage of outstanding shares
that will be tendered in the offer, the ability of the parties to
complete the proposed transactions, the ability of the parties to
meet other closing conditions, the potential effects of the
proposed transactions, the outcome of legal proceedings (if any)
that may be instituted against Hill, GISI (or any of its
affiliates) and/or others related to the proposed transactions,
unexpected costs or unexpected liabilities that may result from the
proposed transactions, whether or not consummated, the possibility
that competing offers will be made, the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
which would require Hill to pay a termination fee or other
expenses, effects of disruption from the announcement or pendency
of the transactions making it more difficult to maintain
relationships with employees, customers, suppliers, and other
business partners, and risks related to diverting management's
attention from Hill’s ongoing business operations, and other
general risks facing Hill’s business and operations, including with
respect to regulatory submissions, competitive factors, general
economic conditions, customer relations, relationships with
vendors, governmental regulation and supervision, seasonality,
distribution networks, product introductions and acceptance,
technological change, changes in industry practices, onetime events
and other factors described herein including the impact of the
coronavirus COVID-19 pandemic on our operations and financial
results, and those risk factors and other cautionary statements in
Hill’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
and other filings with the U.S. Securities and Exchange Commission
(the “SEC”). Hill may update risk factors from time to time in its
filings with the SEC, available on the SEC’s website at
www.sec.gov. Based upon changing conditions, should any one or more
of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed,
estimated, expected, or intended. Consequently, no forward-looking
statements can be guaranteed. Actual results may vary materially.
You are cautioned not to place undue reliance on any
forward-looking statements. You should also understand that it is
not possible to predict or identify all such factors and as such
should not consider the preceding list or the risk factors to be a
complete list of all potential risks and uncertainties. All such
forward-looking statements speak only as of the date they are made.
None of Hill, GISI or any of their affiliates undertakes any
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments, subsequent events, circumstances or otherwise, except
as may be required by any applicable securities laws.
Hill International, Inc. Elizabeth J. Zipf,
LEED AP BD+CSenior Vice President (215)
309-7707elizabethzipf@hillintl.com
The Equity Group, Inc. Devin SullivanSenior
Vice President (212) 836-9608dsullivan@equityny.com
Global Infrastructure Solutions Inc. Media Gary
Sharpe Sharpe Capital Communications (301)
367-2935gss@sharpecapitalcom.com
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