Jacobs Announces Agreement with Sinclair Knight Merz
September 08 2013 - 5:51PM
Business Wire
Jacobs Engineering Group Inc. (NYSE:JEC) announced today that it
entered into a merger implementation agreement with Sinclair Knight
Merz (SKM), a 6,500-person professional services firm headquartered
in Australia, for approximately AUS$1.3 billion in cash
(approximately US$1.2 billion as of the date of this release). The
purchase price reflects an enterprise value of AUS$1.2 billion
(US$1.1 billion) plus adjustments for cash, debt and other
items.
The transaction is subject to approval through a Scheme process
that includes SKM shareholder and Australian Federal Court
approval, Australian Foreign Investment Review Board approval as
well as other customary closing conditions. The transaction is
expected to close by the end of Jacobs’ first quarter of Fiscal
Year 2014, and to be accretive to earnings.
Founded in 1964, SKM is an employee owned company with broad
consulting, planning, engineering, architecture, scientific and
construction management capabilities. The company has significant
operations in Australia, Asia, South America, and the U.K. and
serves clients in multiple industries, including: Mining and
Metals, Building and Infrastructure, Water and Environment, and
Power and Energy. SKM’s 2012 revenue was approximately AUS$1.3
billion (US$1.2 billion).
In making the announcement, Jacobs President and CEO Craig
Martin stated, “SKM’s culture, values, and operating philosophy are
very compatible with ours, making our companies an excellent fit.
Our capabilities and geographies have little overlap, enabling the
combined companies to continue to expand client relationships and
provide significant opportunities for employees. We are very
enthusiastic about the potential.”
Jacobs is one of the world's largest and most diverse providers
of technical, professional, and construction services.
Statements made in this release that are not based on historical
fact are forward-looking statements. Such statements relate to a
variety of matters, including but not limited to, the timing and
expected completion of the proposed transaction. We base these
forward-looking statements on management’s current expectations as
well as currently available competitive, financial and economic
data. Forward-looking statements, however, are inherently
uncertain. There are a variety of factors that could cause actual
results to differ materially from these forward-looking statements,
including but not limited to: risks relating to the consummation of
the proposed transaction, including the risk that the closing
conditions of the transaction will not be satisfied; any
difficulties associated with requests or directions from
governmental authorities resulting from their reviews of the
proposed transaction; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed transaction; litigation relating to the
proposed transaction or its completion; unexpected costs, charges
or expenses resulting from the proposed transaction or its
completion; any operational, cultural or financial difficulties
associated with the integration of Jacobs’ and SKM’s businesses;
and any changes in general economic and/or industry-specific, or
company specific conditions. For a description of some of the
additional factors which may occur that could cause actual results
to differ from these forward-looking statements please refer to our
2012 Form 10-K, and in particular the discussions contained under
Items 1 - Business, 1A - Risk Factors, 3 - Legal Proceedings, and 7
- Management's Discussion and Analysis of Financial Condition and
Results of Operations. We do not undertake to update any
forward-looking statements made herein.
Jacobs Engineering Group Inc.John W. Prosser, Jr.,
626-578-6803Executive Vice President, Finance and
Administration
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