Perini Corporation Announces Expiration of Hart-Scott-Rodino Waiting Period for Tutor-Saliba Transaction
May 19 2008 - 4:01PM
Business Wire
Perini Corporation (NYSE: PCR), a leading building, civil
construction and construction management company, announced today
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, has expired with regard to
Perini�s proposed merger transaction with Tutor-Saliba Corporation.
On April 2, 2008, Perini announced that it has entered into a
definitive agreement to combine with privately-held Tutor-Saliba.
The expiration of the Hart-Scott-Rodino waiting period satisfies
one of the conditions to the transaction. The transaction is
subject to other closing conditions, including the approval of
Perini�s shareholders. The transaction is expected to close during
the third quarter of 2008. About Perini Corporation Perini
Corporation is a leading construction services company offering
diversified general contracting, construction management and
design/build services to private clients and public agencies
throughout the world. We have provided construction services since
1894 and have established a strong reputation within our markets by
executing large complex projects on time and within budget while
adhering to strict quality control measures. We offer general
contracting, pre-construction planning and comprehensive project
management services, including the planning and scheduling of the
manpower, equipment, materials and subcontractors required for a
project. We also offer self-performed construction services
including sitework, concrete forming and placement and steel
erection. We are known for our hospitality and gaming industry
projects, sports and entertainment, educational, transportation,
healthcare, biotech, pharmaceutical and high-tech facilities, as
well as large and complex civil construction projects and
construction management services to U.S. military and government
agencies. FORWARD LOOKING STATEMENTS AND ADDITIONAL INFORMATION The
statements contained in this Release that are not purely historical
are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including without limitation, statements
regarding the Company�s expectations, hopes, beliefs, intentions or
strategies regarding the future. These forward-looking statements
are based on the Company�s current expectations and beliefs
concerning future developments and their potential effects on the
Company. There can be no assurance that future developments
affecting the Company will be those anticipated by the Company.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the control of the Company)
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, the Company's ability to successfully and
timely complete construction projects; the Company�s ability to
convert backlog into revenue; the potential delay, suspension,
termination, or reduction in scope of a construction project; the
continuing validity of the underlying assumptions and estimates of
total forecasted project revenues, costs and profits and project
schedules; the outcomes of pending or future litigation,
arbitration or other dispute resolution proceedings; the
availability of borrowed funds on terms acceptable to the Company;
the ability to retain certain members of management; the ability to
obtain surety bonds to secure its performance under certain
construction contracts; possible labor disputes or work stoppages
within the construction industry; changes in federal and state
appropriations for infrastructure projects; possible changes or
developments in worldwide or domestic political, social, economic,
business, industry, market and regulatory conditions or
circumstances; actions taken or not taken by third parties,
including the Company�s customers, suppliers, business partners,
and competitors and legislative, regulatory, judicial and other
governmental authorities and officials; the ability to obtain the
approval of the transaction with Tutor-Saliba by Perini
shareholders; the ability to satisfy the conditions to the
transaction with Tutor-Saliba on the expected timeframe or at all;
transaction costs from the transaction with Tutor-Saliba; the
effects of disruption from the transaction with Tutor-Saliba making
it more difficult to maintain relationships with employees,
customers, other business partners or government entities; the
ability to realize the expected synergies resulting for the
transaction with Tutor-Saliba in the amounts or in the timeframe
anticipated and the ability to integrate Tutor-Saliba�s businesses
into those of Perini in a timely and cost-efficient manner. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. This communication is being made in
respect of the proposed merger transaction involving Perini and
Tutor-Saliba. In connection with the proposed transaction, Perini
will file with the Securities and Exchange Commission a proxy
statement and will mail the proxy statement to its shareholders.
Shareholders are encouraged to read the proxy statement regarding
the proposed transaction when it becomes available because it will
contain important information. Shareholders will be able to obtain
a free copy of the proxy statement, as well as other filings made
by Perini regarding Perini, Tutor-Saliba and the proposed
transaction, without charge, at the Securities and Exchange
Commission�s Internet site (http://www.sec.gov). These materials
can also be obtained, when available, without charge, by directing
a request to Perini or to Tutor-Saliba per the investor relations
contact information below. Perini, Tutor-Saliba and their
respective directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Perini�s
directors and executive officers is available in Perini�s notice of
annual meeting and proxy statement for its most recent annual
meeting and Perini�s Annual Report on Form 10-K for the year ended
December 31, 2007, which were filed with the Securities and
Exchange Commission on April 17, 2007, and amended on April 29,
2007, and February 28, 2008, respectively. Other information
regarding the participants in the solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the Securities and Exchange
Commission. This communication 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
registration or qualification under the securities laws of any such
jurisdiction. 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.
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