Jacobs and CH2M Announce CH2M Stockholder Approval of Merger and Preliminary Merger Consideration Election Results
December 13 2017 - 5:21PM
Business Wire
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.
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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.
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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JacobsInvestors:Jonathan Doros, 817 239
3457jonathan.doros@jacobs.comorMedia:Salim Rahimi,
214.583.8428salim.rahimi@jacobs.comorCH2MLorrie Paul Crum,
303.525.2916lorrie.crum@ch2m.com
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