N E W S R E L E A S E
URS Corporation For Immediate Release
For Further Information Contact:
100 California Street, Suite 500
San Francisco, California 94111-4529
Telephone: (415) 774-2700
Fascimile: (415) 398-1905
URS Corporation to Acquire Woodward-Clyde
SAN FRANCISCO, and DENVER, Aug. 19 /PRNewswire/ -- URS Corporation (NYSE:
URS), the nation's 17th largest engineering firm, and privately-held
Woodward-Clyde Group, Inc., the nation's 22nd largest engineering firm, today
jointly announced that they have signed a definitive agreement for URS to
acquire Woodward-Clyde. The proposed combination will create the nation's fifth
largest engineering firm, with revenues of approximately $800 million and more
than 6,000 employees. The acquisition, which is scheduled to close in November,
is not expected to have a material impact on earnings for URS' fiscal year
ending October 31, 1998.
Terms of the definitive agreement call for Woodward-Clyde stockholders to
receive $100 million, comprised of URS common stock valued at $65 million plus
$35 million in cash, subject to adjustments in certain circumstances. The
transaction is subject to the approval of the stockholders of both companies as
well as regulatory and other approvals, and other typical conditions to closing.
"The strategic and operational attributes of this acquisition are
considerable," stated Martin M. Koffel, URS Chairman and Chief Executive
Officer. "Woodward-Clyde has a very strong private sector client base, which
complements URS' strength in public sector work. Geographically, there is little
overlap among our offices in the U.S. or overseas. Domestically, the combination
balances the geographic distribution of resources to create a dynamic national
firm with the ability to provide a full range of services anywhere in the
country. Woodward-Clyde also provides a major international presence, with 29
offices in key European and Asia/Pacific markets. Our combined revenue base will
escalate URS into one of the leading engineering firms and further enhance our
opportunities to win large, high profile contracts."
"We are quite excited about the mutual benefits afforded both companies as
a result of this transaction," stated Jean-Yves Perez, President and Chief
Executive Officer of Woodward-Clyde. "By joining URS, we enhance the prospects
for Woodward-Clyde's growth as well as provide a platform for the introduction
of URS' services into key international and private sector markets.
Woodward-Clyde's expertise in environmental consulting and geotechnical
engineering will complement URS' services in the transportation market.
Conversely, URS' environmental practice supplements Woodward-Clyde's
capabilities. We are confident that our clients will benefit from the
combination.
In connection with the acquisition, it is expected that Mr. Perez and Frank
S. Waller, Chairman of the Board of Woodward-Clyde, will join the URS Board of
Directors.
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Founded in 1950 and headquartered in Denver, Colorado, Woodward-Clyde has
55 offices in 36 states and 29 offices in 15 countries outside of the U.S. ,
generating approximately $320 million in worldwide revenue in 1996. European
operations include branch offices in Germany, Switzerland, France, Spain, Italy
and the United Kingdom. In the Asia/Pacific region, the Company has a major
presence with eight Australian offices, three New Zealand offices, and branches
in Hong Kong, Indonesia, Malaysia, the Philippines and the Solomon Islands.
Approximately 40% of the Company's revenues are derived from U.S.-based projects
for private sector clients, 35% from federal, state and local government
agencies and 25% from projects outside the U.S. Woodward-Clyde is a leading
multinational professional services firm specializing in infrastructure
projects, including environmental and waste management, pollution control, water
resources, geothechnical engineering and geo-civil construction. The Company
serves clients in the chemical, oil and gas manufacturing, pharmaceutical,
forest product, mining, water supply, commercial development and utilities
industries, including more that 250 of the Fortune 500 companies.
For the first six months of the fiscal year ending October 31, 1997, URS
reported revenue gains of 73% to 195.5 million, and earnings per share gains of
59% to $.46 per share, compared to the same period in 1996. For the year ended
October 31, 1996, the Company generated revenues of $305 million and earnings of
$.80 per share.
Headquartered in San Francisco, URS offers a broad range of planning,
design, and program and construction management services through 35 principal
offices located nationwide. The Company serves public and private sector clients
on infrastructure projects involving air and surface transportation systems,
institutional and commercial facilities, pollution control, water resources and
hazardous waste management programs.
This press release contains forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ materially from
those discussed here. Factors that might cause such a difference include, but
are not limited to, those discussed in the Company's Form 10-K for the fiscal
year ended October 31, 1996, the Company's Form 10-Q for the second quarter
ended April 30, 1997 (the "10-Q") and those incorporated by reference in the
10-Q from the Company's Form S-8 Registration Statement, as amended (File No.
33-61230), filed with the Securities and Exchange Commission.
SOURCE URS Corporation
-0- 08/19/97
/CONTACT: Douglas Sherk, Chris Danne or Todd Friedman of Morgen-Walke
Assoc., Inc., 415-296-7383, for URS Corporation; or Kent P. Ainsworth, Executive
Vice President & Chief Financial Officer of URS Corporation, 415-774-2700/
(URS)