SAN FRANCISCO--(BUSINESS WIRE)--May. 14, 2012--
URS Corporation (NYSE: URS) and Flint Energy Services Ltd. (TSX: FES)
announced today that URS has completed its acquisition of Flint. Under
the terms of the definitive agreement announced in February, Flint
shareholders received C$25.00 per share in cash for each Flint share.
The total equity value paid by URS was approximately C$1.24 billion
(US$1.24 billion).
“We are pleased to have completed the acquisition of Flint, which
significantly expands our presence in the oil and gas sector, and in
particular the growing North American unconventional oil and gas
segments,” said Martin M. Koffel, Chairman and Chief Executive Officer
of URS. “URS is now able to provide our energy sector customers with a
full range of engineering, procurement and construction services, which
has been a longstanding strategic priority for URS and builds on our
track record of expanding into high growth markets and further
diversifying our revenue and backlog. We are delighted to welcome to URS
more than 10,000 Flint employees, who expand our skilled team of
professionals.”
Through the acquisition of Flint, URS has added a network of
approximately 80 locations in North America that support many of the
largest companies operating in the oil, oil sands and gas producing
regions of Western Canada and in the Southwest, Appalachian and Rocky
Mountain regions of the United States.
Flint has become the new Oil & Gas division of URS and will be led by
W.J. (Bill) Lingard, Flint's former President and CEO, as the Division
President. The Oil & Gas division will be based in Calgary, Alberta.
The transaction is expected to be accretive to URS' 2012 earnings, and
to substantially increase URS' revenues from the oil and gas sector.
URS and Flint also announced that they have reached an agreement with
Transfield Services Limited to continue Flint Transfield Services
Limited (FT Services) as a 50/50 operations and maintenance joint
venture between Transfield and the URS-owned Flint. FT Services,
originally formed in 2006 as a 50/50 jointly owned company between
Transfield and Flint, delivers operations and maintenance solutions to
the oil and gas and petrochemical sectors in Canada.
The acquisition was implemented through a court-approved Plan of
Arrangement under the Business Corporations Act (Alberta, Canada)
involving Flint, URS Canada Holdings Ltd., a wholly-owned subsidiary of
URS, and the shareholders, option holders and other equity-based
compensation holders of Flint. Flint's board of directors has been
reconstituted to include nominees of URS.
Details of the Arrangement are contained in Flint’s Information Circular
dated February 29, 2012. Copies of the Information Circular, together
with the letter of transmittal, were posted to Flint shareholders and
option holders and are also available electronically on SEDAR at www.sedar.com.
URS utilized the net proceeds from its Senior Notes issued on March 15,
2012, as well as borrowings under URS’ existing credit facility, to fund
the acquisition of Flint, to pay fees and expenses incurred in
connection with the acquisition of Flint, and to repay certain
outstanding indebtedness of Flint.
In connection with the completion of the transaction, it is anticipated
that Flint's shares will de-list shortly from the Toronto Stock Exchange.
About URS Corporation
URS Corporation (NYSE: URS) is a leading provider of engineering,
construction and technical services for public agencies and private
sector companies around the world. The Company offers a full range of
program management; planning, design and engineering; systems
engineering and technical assistance; construction and construction
management; operations and maintenance; information technology; and
decommissioning and closure services. URS provides services for power,
infrastructure, industrial, oil and gas, and federal projects and
programs. Headquartered in San Francisco, URS Corporation has
approximately 56,000 employees in a network of offices in nearly 50
countries (www.urs.com).
Forward-Looking Statements
Statements contained in this press release that are not historical
facts may constitute forward-looking statements, including statements
relating to future revenue and earnings, the delisting of Flint shares,
the anticipated benefits and business synergies of the acquisition and
other future business, economic and industry conditions. URS
believes that its expectations are reasonable and are based on
reasonable assumptions; however, we caution you against relying on any
of our forward-looking statements as such forward-looking statements by
their nature involve risks and uncertainties. A variety of risks and
uncertainties, including but not limited to the following, could cause
our business and financial results, as well as the timing of events, to
differ materially from those expressed or implied in forward-looking
statements: whether any of the anticipated benefits of the acquisition
will be realized; potential difficulties that may be encountered in
integrating the businesses, economic weakness and declines in client
spending; potential impact of reduced oil commodity prices; changes in
our book of business; our compliance with government contract
procurement regulations; employee, agent or partner misconduct; our
ability to procure government contracts; liabilities for pending and
future litigation; the potential impact of environmental issues and
liabilities; availability of bonding and insurance; our reliance on
government appropriations; unilateral termination provisions in
government contracts; our ability to make accurate estimates and
assumptions; our accounting policies; workforce utilization; our and our
partners' ability to bid on, win, perform and renew contracts and
projects; liquidated damages; our dependence on partners, subcontractors
and suppliers; customer payment defaults; our ability to recover on
claims; impact of target and fixed priced contracts on earnings; the
inherent dangers at our project sites; impairment of our goodwill; the
impact of changes in laws and regulations; nuclear indemnifications and
insurance; a decline in defense spending; industry competition; our
ability to attract and retain key individuals; retirement plan
obligations; our leveraged position and the ability to service our debt;
restrictive covenants in our credit agreement; risks associated with
international operations; business activities in high security risk
countries; third-party software risks; natural and man-made disaster
risks; our relationships with labor unions; our ability to protect our
intellectual property rights; anti-takeover risks and other factors
discussed more fully in URS’ Form 10-Q for the period ended March 30,
2012 as well as in other reports subsequently filed from time to time
with the United States Securities and Exchange Commission. The
forward-looking statements represent URS’ current expectations and
intentions as of the date on which made and we assume no obligation to
revise or update any forward-looking statements.
Source: URS Corporation
URS Corporation
Sam Ramraj, Vice President, Investor
Relations
415-774-2700
or
Sard Verbinnen & Co
Hugh
Burns/Jamie Tully/Briana Kelly
212-687-8080
